Mechanical Emotions
by xStormyNightsx
Summary: When Katalyn first discovered the jet in her fathers hanger, she didn t expect it to be an alien from another planet. She also didn t expect to fix, save and love it only to be deceived and hunted. Now pursued by a psychotic Decepticon, Katalyn finds safety and belonging at NEST. But perhaps she ll find something more in a certain Autobot leader. (Optimus Prime/OC/Soundwave)
1. Day 84

I literally had this sitting in my documents for years, but I never bothered releasing it because I figured no one would be interested in a Soundwave x OC fic. So, due to my recent interest in Optimus Prime based _fluffiness_ , I finally decided to alter the plot. It`ll focus on the more popular Prime x OC thing, but with just a few hints of Soundwave goodness. Why? Because Soundwave is one beautiful, BEAUTIFUL Decepticon.

(But don`t get me wrong, Prime is waaaaaaaaaaaaaaay better.)

Enjoy~

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"Day 84.

The human was consistent with his visits, coming by every day to tear apart more pieces of me. As if the floor wasn't littered enough with my various body parts. I could see one of my wings propped up against a wall, its inner workings spilling out. Not too far from me sat my tire, dirt and gravel embedded in the rubber. My afterburners and missiles had already been removed along with most of my additional weaponry. The only part of me left intact was my cockpit, the fleshing didn`t meddle with it too much. Something he did meddle with frequently was my T-cog. The mechanism that had trapped me in this awful, embarrassing predicament.

Perhaps I should start from the beginning?

Actually, that would take too long. Let`s just begin from the point I arrived at this wretched rock. I was on a scouting mission, searching worlds for a very special item, an item that my people lost centuries ago. Unfortunately, faith dragged me down here, and let me tell you something now: faith is cruel, very cruel.

First thing I did was take an alternate seeker form, and I was probably flying for less than a megacycle before I was shot down. Can you believe that? I know I can`t. Those fools. Shooting me down? Me?! For Primus`s sake...

By the time I had hit the ground, I was already shifting into my bipedal form; missile launchers blazing when I realized something. It wasn`t working. I couldn`t transform. I couldn`t move.

Pray you never experience the horror I felt that day. It`s a terrible feeling, being completely defenceless at the mercy of such savages. They spoke in tongues I couldn`t understand, moving me around from place to place. I had been taken apart by many fleshlings before being put back together and sent off somewhere new. This form of torture went on and on until finally they left me. Not alone, oh how I wish I was alone. But instead they stopped moving me, leaving me in this tiny little hanger where this... this human would visit me. Just like the others he`d take me apart, examining and reassembling my various mechanisms. It took a while, but I finally learned they were trying to fix me.

If only he could.

How I long to taste the skies again, how I long to just be free.

But alas, the day I was shot down my T-cog took immense damage. It was that part of me which gave me, and all Cybertronians for that matter, the amazing ability to transform. Without it I couldn`t take on my bipedal form, without it I couldn`t launch my weapons or even move or speak. I was paralyzed in every sense of the word. The only part of me still functioning properly was my mind, and unfortunately even that wasn`t powerful enough to save me. In all honestly, I wished the fleshling would find a way to fix me. If only he was smarter, if only he could understand Cybertronian technology.

Why are all humans idiots?

Day 201

The little fleshling has grown tired of me.

I had been put back together a while ago now, but alas he hadn`t managed to fix me. Just like all the others, he gave up; he couldn`t figure out what was wrong with me. For the short time I`ve been here in this hanger, I`ve learned quite a bit. For starters, the man was an engineer of sorts, specializing in... aviation? I think that`s what he called it. He was fairly hard-working, a little crazy too though considering he often talked to me as he worked. Mumbling about how I was beautiful and he would fix me for sure. I hope the first part isn`t a lie like the second. I personally did find my structure to be beautiful, especially when it wasn`t in pieces. Also, I had learned his name, a comrade of his once referred to him as Frederick; Frederick Alder.

Day 403

I`m starting to grow tired of the fleshling too.

As a matter of fact I`m starting to grow tired of everything. I can quite literally feel my sanity slipping. The only taste I get of the outside world are the few rays of sunlight that slip in when the human opens the rather large hanger door. The artificial lighting would only activate when the human was here, the rest of the time would be spent in the dark, and it was driving me insane. Slowly I would begin to see figures hiding in the shadows, taunting me as I suffered in my silent hell.

Day 621

I`m done.

It`s over.

What is sanity? Because I`ve completely lost mine. The human... Frederick, had given up entirely on me, not even bothering to work on me. His visit were very rare, and when he did come by it would be for other reasons. I felt dead. To be honest that sounded great, how I wish I could die. My body was already offline, I wish my mind would follow suit. Even if all the afterlife had to offer me was eternal torture in the pits, I`d take it over this. At least I`d be able to scream in the pits.

Day 1002

After a very long time, I heard movement.

By now I had become numb to most noises, brushing them off as Frederick passing by. But this was different, it caught my audio sensors and held them tightly as I tried to determine what it was.

Singing?

Quietly I allowed my optic sensors to activate, scanning my dark surroundings to see a little fleshling walking by. She reminded me of a sparkling, her eyes filled with innocent curiosity as her particularly tiny feet carried her around the room. She blinked up at me a few times before scurrying to a corner and flicking on the lights. For a moment my optic sensors tingled, adjusting to the brightness as I turned my attention back to the little thing.

As she walked closer, I noticed something in her hand. To my horror it was another human, this one tinier and lifeless. It looked like a femme with long blonde hair and pink outerwear. The fleshling now walked closer to me, freezing for a second before beginning to climb onto my wing. I was horrified, wanting so badly to shake the little insect off my body. But alas I was still paralyzed, and with disgust I watched the thing crawl onto my wing, pulling at my door before stumbling into my cockpit.

If I was capable of shuddering; I`d be a shaking mess by now.

I wasn't always such a coward, but my isolation had made me extremely sensitive to such things.

The femme had somehow managed to get into one of my leather covered seat, true the leather was mostly worn and tattered; but she looked comfortable regardless. Now, the thing pulled its miniature human up, moving its tiny arms so that they were rubbing against my wheels. Now at closer inspection I could see that the miniature human was not organic, but instead plastic? Despicable!

The femme now moved the little plastic persons arms, making it seem as if it was driving me as she made little, jet-like noises.

"Vrooom! Bam! Whiz!" she giggled a little before rubbing her grubby little fingers over some random buttons "This is Captain Barbie reporting to commander Kitty Katalyn, come in Kitty?" she quickly adopted a more gruff voice before saying; "This is commander Kitty Katalyn, go ahead Barbie." And once again she changed back to her original voice: "Commander Katalyn, there are so many zombies everywhere, permission to shoot `em all down?"

The femme quickly cleared her throat, sitting up straighter before replying to herself in that gruff voice again: "Permission granted Barbie."

Now her fingers grazed a few more of my buttons, her hands reaching for everything as she left no switch unturned.

"Kabooom! Bam! Ahh, no spare us! Bam, bam, bam! Heh, that`s what you get you evil zombies!"

I was absolutely stunned and silent as I watched the little creatures fantasies unfold. Somehow I was following along, I could practically see the zombies, I could see myself flying overhead, I could see her sending missile after missile to blow them away.

I was loving this.

After a few more nano-clicks, I picked up some more movement, and to my dismay Frederick was at the door.

"Katalyn? Are you in here?"

"Oh no!" the girl whispered mostly to herself, before slowly turning to the door and opening it, peeking her head outside.

"Uh, hey daddy..." she said nervously as Frederick eyed her suspiciously.

"What`re you doing in here Kitty Kat?" he began to walk towards us "You know this place is off-limits, you might damage the jet."

"He looks fine to me daddy." She argued, glancing at me rather warmly "It`s just that Barbie thought we needed some extra firepower to beat those zombies."

"Extra firepower, eh?" Frederick chuckled "Come on Kitty Kat, let`s get back to the house now, it`s getting late."

She pouted and her creator only walked closer, picking her up and twirling her around, making the little femme giggle aloud.

"I think both of you need a little rest before finishing off those zombie hordes."

"Fine... just a little nap, a quick one okay?" the femme demanded and her creator nodded with a smile "Wait, wait! Let me say bye to the jet!"

Rather amused, Frederick dropped her back onto the ground and the girl quickly scurried back to me, hugging one of my wheels tightly.

"Thanks for your help." She whispered.

On that note she ran back to her creator, taking his hand as the two left; leaving me in the dark yet again.

Day 3998

In the past it was Frederick who visited me frequently, but now that had changed. It was now this little femme, Fredericks creation that had become my new companion. Unfortunately she was late, there were only shreds of my sanity left intact, but better late than never I suppose. As time went on I stayed the same, but the femme; she changed, her tiny structure became bigger. Well, bigger by human standards at least. She didn`t look as old as Frederick, in fact she still reminded me of a sparkling, but she just didn`t seem as young anymore.

Her antics had changed considerably too.

After our first meeting, she would return with more of those plastic humans, throwing us into various role-playing fantasies that I thoroughly enjoyed. But now, she would come with paper, calling it a sketchbook as she would run her tools across it, revealing drawing after drawing of my various parts. One day she had drawn me entirely, impressing me fairly as she carried on to colour it.

"You know..." she was working on another drawing, sitting across from me on the floor as she watched me keenly "I`ve been asking daddy about you. He says you`re an MiG-29, I`m not really sure what that means but I think that`s what they call your type of jet. He also says you`re pretty old, that he`s been working on you since before I was born. Apparently he can`t fix you, do you know why? He sure doesn`t."

She made a few more furious pencil strokes before returning her gaze to me.

"You must`ve seen so much fighting, you`re used in wars aren`t you? What was battle like? What war did you fight in?"

I wanted to answer her.

To say I fought in the war for Cybertron, that I fought for one of the noblest causes: the Decepticons. Oh how I longed to tell her all the things I`ve seen; both wonderful and terrible. The bloodshed I watched; the bloodshed I caused, all those miserable bots I tore apart. Those where the fun times. Of course there was more, I could tell her about my home, the huge metal buildings that towered above even my own kind. I could tell her of our beautiful architecture, our libraries, our academies, our inventions, our creations. Perhaps I would tell her of my comrades, oh there were so many! Or I could go way back and tell her about my brothers, or perhaps she`d be interested in hearing of the femmes I knew?

There were so many beautiful femmes, the most memorable one being my almost-mate Starfall. Dear Primus now that was a gorgeous femme. Clever, cunning, skilled and beautiful; what a wonderful mix. But then the war tore those plans apart. Perhaps it was for the best, it would`ve been much worse if I found out she had the mentality of an Autobot after I took her as a mate.

"All done!" the human suddenly pulled me out of my thoughts, holding her sketchbook in front of me. To my surprise, she had drawn the Decepticon faction symbol.

"It`s a really cool mark you know." She suddenly got up, walking towards my underside and running her fingers along the faction mark there "Where`d you get it from? Did your original pilot paint it on?"

She examined it carefully before smiling up at me, turning her attention back to her sketch.

"Do you think it`s any good?" she held the drawing up to me again "Daddy says I`m talented, but I think he`s biased `cuz I`m his daughter. You aren`t biased, are you? You wouldn`t lie?" she chuckled "Of course you wouldn`t, you can`t even talk; how`re you gonna lie?"

Day 5523

"You sure no one`s going to catch us in here?" a male voice asked and Katalyn giggled, muttering her confirmation before closing the door behind her. To my surprise she didn`t bother turning on the light, and instead began shuffling along the hanger, the male intruder following suit. Suddenly I heard a crash followed by giggles and... moans? Curiosity finally got the best of me and I activated my optic sensors, scanning the room to see my companion pinned to the floor, a male stranger hovering over her.

"God Kitty..." the male groaned, locking his lips with hers. Silently I watched them, not entirely understanding what was happening as he reached under her coverings, struggling to pull them off as their lips continued their little war. In response to his efforts, the femme removed her upper coverings for him, trailing her face down his throat, leaving soft nips and kisses.

Suddenly I understood everything.

The humans... they were... interfacing! Oh my, oh my! I was about to witness this species perform their equivalent of interfacing.

The curious, inventor part of me was thoroughly intrigued. But a different, more insane part of me was jealous. Not only jealous; but furious, how dare this disgusting fleshing distract my companion from me? She was here in my hanger, and for the first time in forever; she was ignoring me! How dare she ignore me! It was all that little males fault; he was distracting her from me!

Wait...

What if the femme didn`t care about me anymore? What if she was done with me like Frederick was? What if she would ignore me like he did now too? Was she going to give up on me too...?

The tiny remains of my sanity were beginning to slip, tearing up my mind as I felt hot white pain sear through me. I felt anger and fear unlike anything I`ve ever experienced before. It was a destructive feeling, and mentally I began to laugh; if it was verbal you would be able to hear the craziness in it. I was losing it! Absolutely losing it, and it hurt! It hurt so bad.

Someone kill me...

Please, kill me! Kill me, kill me, kill me! I wanna die, turn me offline please, anyone please! I`ve done horrible things in the name of my cause, and I know I haven`t shown mercy; and so I don`t deserve any mercy. But I`m begging for it, please, anyone who`s listening; let it be Primus, let it be the essence of the pits itself; show me mercy.

I can`t bare another 1000 days alone, I can`t even bare 1.

End my suffering.

Kill me.

Day 5524

To my utter surprise, I heard movement today.

After the humans left last night, I was sure I`d never see a living being again; that I would be left to my silent hell yet again.

"Hey..."

Katalyn?

The femme was covered in her usual shirt and track pants, her dark brown hair a mess as she looked up at me.

"I`m gonna be 17 soon, and I still talk to you like you`re a person. Am I crazy or what?" she chuckled, shuffling across the room before climbing back up onto my wing. After so much practice, it only took her a few seconds to slip into my cockpit.

"It`s been a while since we`ve just talked." She traced her fingers across my seat in a comforting, soothing manner "I mean I come by almost every day to do homework and blast my music, but we don`t talk like we used too. Most people give themselves pep talks in front of the mirror when they`re alone. But me? I leave my counselling to an inanimate jet. Well, what can I say? Habits die hard." She paused and laughed nervously. For a few nano-clicks nothing was said, and I began to worry she had fallen asleep when she suddenly sat up straighter.

"So anyways." She slowly smiled "I think I wanna study aviation when I`m older, just like daddy. So I`ve been doing some researching, just studying up on some interesting topics here and there. Can you guess what I`ve been researchin` lately?" she paused again, waiting for an answer I couldn`t give "Yep, that`s right: fighter jets. Wanna know what I learned?" Another pause "Well, it turns out if you start up the APU, and toggle to start the main engines, you can turn on a jet? That`s right; no keys needed." As she said that, she began to expertly toggle my switches, smirking as I whirred to life.

Instantly I felt excitement pulse inside me, if only I had control; I would shoot off into the air and never look back. But still, the fact that I was activated didn`t change the fact that I was paralyzed.

"Unfortunately I don`t know how to fly though, so let`s not do anything reckless." She smirked "Plus daddy would be furious. Luckily for us he`s at home right now, but let`s not push our luck, okay? Instead how about... oh, radio?" Katalyn suddenly reached down, her fingers wrapping around a knob as she turned it up.

I didn`t dare move.

My vocal modulator wasn`t damaged, in fact nothing but my T-cog was. So perhaps... was it possible?

" _Katalyn?_ "

The femmes eyes grew huge, her body freezing as she stared at the radio.

" _You can... you can hear me?!_ "

"You can talk..." she breathed slowly "Oh my freaking god you can talk!"

" _I... I can._ " My voice felt so foreign, I hadn`t heard it in ages.

"I`m not crazy..." she was beginning to hyperventilate "All this time you always seemed like you were listening, like you understood. You always seemed so real! Oh my god I`m not crazy! You can talk, you can talk, holy shit you can talk!"

" _Yes, we`ve established I can talk_ " I couldn`t hide the amusement in my voice, for the first time in a long time I felt my spark fill with hope, " _Thank Primus... no, thank you! Thank you so much!_ "

"Wait so... you`re a talking jet? How is this possible? Hold on! I`m not just going crazy, am I?"

" _Never mind that, listen to me closely... I need you to remove the plate on my underside, inside there`s a yellow-green mechanism; remove it._ "

"What? Why?" Even though she was questioning me, she already began moving, running across the hanger to grab a screwdriver from her dad's worktable before returning to my underside

" _I`m going to tell you how to fix me... you want to fix me don`t you?"_

She suddenly grinned, "I`d love to fix you." She already began unscrewing the bolts holding my panels "I`ve never heard you talk before... I have so many questions."

" _Like what?_ "

"Well for starters, do you have a name?"

" _Soundwave._ ""

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This fic is still pretty experimental for me, I`m still trying to figure out if anyone would be interested in reading such things.

So if you like this, please review. It would mean the world to me.


	2. Im Not What I Was

Just wanted to address something.

The M rating in this story refers to language, suggestive themes -and yes, you guessed it; eventual sexy times. All in the confines of holoforms mind you.

Enjoy!

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"Tell me again why you`re in here?"

Lazily the Decepticon glanced at the girl before him, his optics- err, eyes, were scanning her carefully, noticing the annoyance in her expression. She was laid back in her bed, her sheets tangled in between her legs as she propped herself on her arms; giving him that look he had come to dread.

"Don`t stare at me so boldly Katalyn, I don`t appreciate it." He grumbled, trying to force some dominance into his voice; hoping it`d keep her silent.

"Don`t ignore my question, I don`t appreciate it." She reflected his answer, a smirk making its way onto her sleepy face.

The con remained silent, turning away from her and toying with the pens on her desk; why couldn`t she just appreciate his presence?

"Come on Wave..." she sighed "It`s been a week, do you ever plan on leaving me alone?"

"Are you so eager to rid yourself of me?" He cocked an eyebrow, not bothering to make eye contact as he continued to distract himself with her pens.

"Stop over-thinking, you know I love you." She kicked her sheets away, slowly pulling herself onto her feet "I just wanna know why... ever since I fixed you, all you`ve talked about was freedom." She now walked over to his side, easing her arms around his shoulders; smiling against his neck. Subconsciously she rested her head on the hard surface of his back, the soft humming of a machine audible beneath his skin. "I just don`t understand why you haven`t gone out yet, why you haven`t taken advantage of your freedom. After being caged for so long, I figured the last thing you`d wanna do is stay cooped up inside." She began stroking his hair softly, a habit he had noticed her expressing with her younger brother. He honestly didn`t even know she had a brother until last week. "I don`t understand you at all, why don`t you go outside, transform into a jet and go for a fly? Aren`t you sick of this... what`s this thing called again?"

"A holoform." The con answered bitterly. She was asking about the form he was currently in, the form that allowed him to be here inside her house; to be here close to her. It was a capability that his kind used to their advantage often, for example: creating holoforms to drive them in their vehicle forms so other humans wouldn`t get suspicious. Well at least that`s one way he thought his people could use them. In truth, he wouldn`t know if any Cybertronian actually used them like that. As far as he knew there weren`t any other Cybertronians on this wretched planet. As a matter of fact; he was all alone.

And that; scared him to no end.

He didn`t want to be alone. Never, ever again. The thought of being by himself haunted him even now. It was that reason that kept him here, that kept him clinging to his companion so desperately. If she got separated from him; he`d be all alone, and he _can`t_ have that!

No one can separate them! Hr wouldn`t allow it! He`d kill for her, he`d do anything to keep her with him. _She_ wasn`t allowed to leave him alone, not now, not _ever_.

' _Dear Primus, my sanity really is in shreds.'_

"Earth to Soundwave?"

"Hmm?" he was pulled out of his thoughts as Katalyn tapped his shoulder.

"You spaced out again." She rolled her eyes, walking around so they were face to face "So you didn`t answer my question. Why don`t you wanna leave?"

"I do..." the con answered honestly "I crave the skies, I`d love nothing more than to stretch my wings. But... I fear the loneliness that comes with leaving. And unfortunately, my fears outweigh my desires."

"Is that it?" the human giggled "Don`t be silly, I don`t want you gone forever, I expect you to come back after your little adventure. But if you`re really worried, how `bout I come with ya?"

"You`re willing?" he perked up at her words.

"Of course!" she grinned "I`d get to ride in a jet, and we both know that`s gonna be so cool. I mean you said you can fly on your own so..."

Instantly he grabbed her wrist, his grin matching hers as he tore the bedrooms door wide open; not even bothering to check for her parents as he bolted down the hall and staircase. She wasn`t even hesitating, matching her friends pace as she followed him excitedly. Before he could unlock the main door; a voice cut through.

"Kat?"

Immediately the pair turned around, the con`s eyes locking with a young man; he was standing in the hall, a glass of juice in his hand. It took a moment, but Soundwave quickly recognized him to be that brother of hers; Caleb. They had never met properly, but he had heard and seen him around the house; the human never bothered acknowledging him and honestly Soundwave could care less. Calmly the con turned his attention back to Katalyn, strangely she had a guilty expression on her face, her hand pulling away from his grip as she clasped them in front of herself, smiling nervously.

"Hey Caleb..." her voice was laced with an unfamiliar nervousness.

"What the hell Kat?" the boy placed his glass down on a shelf, glaring at Katalyn with frustration "Are you kidding me? I knew you guys were bud`s but are you serious? God, can`t you keep your sexcapades inside that hanger of yours? That was our condition wasn`t it? You keep those disgusting perverts out of our house at night, and I don`t tell mom and dad."

Sexcapades?

"Caleb, chill!" Katalyns guilt faded and turned into irritation "Stop jumping to conclusions like that. And c`mon, I only ever had a 'sexcapade'once, stop making me sound like a slut in front of my friends. Oh, did you hear that Caleb? I said friend. You know why I said that? Because not every guy I`m with is a 'disgusting pervert', grow up!"

"Save it." The boy seemed irritated too now as he proceeded to pick up his glass "Just get him out of here, and I better not see him again! Or I will tell mom and dad, and I don`t think they`re gonna care if you classify him as a friend, after mom gets one look at him; you know she`s gonna be pissed. Besides, I doubt you were exchanging friendship bracelets at 2am." On that note, he walked away.

"Elaborate." The con muttered simply, looking down at his companion for an explanation.

"He thinks we were having sex." She replied bluntly "He`s somehow gotten it through his thick skull that I`m a slut. Honestly I`ve only ever been with one guy and that was... oh shit, you didn`t see that did you? We did it in the hanger... and you were... god, I hate my life."

Soundwave was about to ask for a better explanation when she unlocked the door, leading him outside before closing it.

"Anyways, I`m scheduled for a jet ride, so let`s go."

He smiled in response, letting her lead the way.

The hanger wasn`t far, as a matter of fact it was very close; practically built near her house. It wasn`t a surprise though since she lived in a pretty isolated, rural area. There were only four or five houses in the whole area, and all of them were very spaciously apart.

In a few seconds they had slipped into the hanger, ignoring the garage-like door in favour for the smaller single door at the side. Quietly, Katalyn pulled out the keys; she had her own pair since her dad knew she enjoyed visiting the jet. As soon as the door opened, they got inside, and the con practically sighed at the sight of his body. His alternate jet-form looked as gorgeous as ever and he couldn`t wait to leave this form in favour of his true one.

Apparently, according to Katalyn, his holoform was gorgeous too. Something about how the style of his dark hair made him look badass, or how his bright, sharp red eyes were mysteriously alluring. She even went as far as to mention how the shape and height of his body were to die for, claiming that the broad shoulders and built abdomen were every femmes dream.

Regardless, the con preferred his black and gray jet-self to this body. Even that wasn`t his true form though; just a means to fit into this petty, human world.

Eagerly, Soundwave ditched the holoform; letting it fall apart in favour for his alternate form. Once his senses settled and he grasped my surroundings, the con allowed his engine to whirr to life; smirking as his T-cog functioned perfectly.

Easily, he popped his door open, and the human complied to his wishes; quickly getting inside the cockpit and closing the door.

" _Permission to launch Commander Kitty Katalyn?_ "

She smiled warmly at the memory,

"Permission granted Captain Soundwave." She reached for her keys again, grabbing a small device and pointing it at the garage door before clicking a button. Slowly it began to open.

The con felt an excited shiver run up his spine as he forced his wheels to move, not being able to hold back an excited laugh as he picked up speed. In a matter of seconds they were finally out of that hanger, that hell which had trapped and tormented him for so long. As he made his way down the small flight-track, his optics began to scan the area around him; allowing all his senses to bathe in this new environment. It was one thing being free in his holoform, but this felt better, this felt proper; this felt real.

For the first time in ages Soundwave could properly see the night sky, he could properly make out every star that dotted the nothingness which was space. Something inside his spark began to light up as he stared up at that sky, wondering if somewhere out there; home would be waiting for him. After all his suffering, for once he felt close to home. He felt close to Cybertron.

Katalyn suddenly squealed as they took off into the sky, flying at a furious speed and slicing through the air, quite literally reaching for the stars before settling into a horizontal path. The cons whole body tingled as he felt the air push up against him, it was such a familiar feeling, and for a moment, just a moment, he felt himself begin to forget. All the memories of suffering; the memories of his silent hell, they all started to seem like a bad dream. For the slightest second he felt hope, as if everything's going to be alright, as if there's still a way for him to get his old life back.

For the next few minutes Soundwave embraced the night, soaring silently as his pain momentarily faded; his mind focusing on better days.

After an hour of flying, the con soon found himself coming to a halt in the hanger; letting his engine shut off as Katalyn gently opened the door to his cockpit.

"That was fun." Her voice was coated with exhaustion "You were pretty quiet, but I think you were enjoying it too, hmm?"

" _I most certainly was._ " His voice, surprisingly relaxed, came through the radio.

"Glad to hear it." She stifled a yawn "Well, it`s pretty late. On the bright side it`ll be way easier to sneak you into my room at this time. So you coming?"

" _I have a request..._ "

She raised an eyebrow, her smile not wavering.

" _Leave the garage door open, and come sleep here with me. For tonight? After that little taste of true freedom, I can`t bare to leave so soon._ "

For a moment she hesitated, her head turning to the direction of her house. After a moment of silence she turned back to him, biting her lip as she thought about it. Finally she gave in, sighing with a smile before closing his door; sealing herself inside.

"Just for tonight." She gave the answer he hoped for.

Silently she propped her legs up against the door before reclining back and running her hand through her dark hair.

" _Katalyn...?_ "

"Yeah?"

" _Do you enjoy my company?_ " he tried to keep my voice calm, but it wasn`t easy considering he was venturing onto sensitive territory " _You don`t dislike me do you? You don`t want to leave me?_ "

"Why do you always ask such stupid questions?" she laughed quietly "Of course I enjoy your company. I thought it`d be obvious considering I`ve been clinging to you since I was 4 years old. Besides, I`m so lucky to have met you. Not every girl's jet ends up being a giant alien robot from a different planet."

" _And... you don`t fear that? You don`t fear me?_ "

"Why should I? You wouldn`t hurt me. We`re friends aren`t we?"

Something inside him twitched.

She was right. They had befriended one another. He had befriended a human. What type of Decepticon does that? Others of his faction would never tolerate such human insolence. If he was a true Decepticon, he would have shot her down as soon as she fixed him. He would`ve activated his missile launchers, blowing her tiny fleshy form apart. But he hadn`t, and even now he couldn`t do it.

Soundwave wasn`t an idiot though, he knew why he couldn`t.

It wasn`t the fact that they had spent solar cycles together, or the fact that she saved him from his hell. But instead, it was the fact that he wasn`t proper anymore. He was torn apart and ruined; mentally at least. To an extent he was definitely insane; the isolation, the torture... it most certainly left its share of scars. Perhaps the craziness wasn`t too obvious to those around him, but at some point, if something was to happen; he knew he would snap. And what would he do after he snapped? Even the con wasn`t sure, but the possibilities were scary to say the least.

"Anyways, I`m exhausted." She rubbed at her eyes for a second before glancing out the window, laying her head back further "G`night Wave."

" _Rest well._ " He replied.

Quietly, the con allowed his optics to focus on her; his innocent little companion, she had grown so comfortable. After she fixed him up, he had transformed, baring his bipedal form after ages of being trapped as a jet. Rather than being scared, she had stared at him with amazement and excitement, raining the Cybertronian with questions after questions. At the moment he was so glad to just be able to speak; he answered every question honestly, telling her of his home-world Cybertron, telling her he was a Decepticon, telling her why he came here.

He told her of his faction, telling her how he served as a military commander to the great Lord Megatron, telling her they were just and strong; that they fought for a better world. When she asked what they were fighting against, he told her that too. He told her of the foolish Autobots, telling her how they were blinded and weak. When she asked wha the was going to do next. He said nothing. Telling her it was over, the factions didn`t matter anymore. Telling her he was alone here, the only Cybertronian on this planet. It didn`t matter if he was Deception or Autobot; here there was nothing to fight for, nowhere to go, no one to follow.

Here he was just Soundwave.

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My darling Prime and the other 'transformers' will be making appearances soon, I just wanted to emphasis the relationship between Wave and Kat before I plunged into the plot. I`ll try to cheer things up a little too, unless you like Waves dark depictions of insanity? (At least they seem dark to me)

Once again, if you can, please review. What did you like? What did you dislike? Anything really. Feedback is highly appreciated and extremely encouraging.


	3. Welcoming Committee

I`ll edit this… some day.

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"I can`t believe you did that." Katalyn mumbled, reaching for the remote as she turned on the TV.

It had been a week since their first flight together, and regrettably the con had been getting more comfortable. In a way Katalyn liked that, she liked the closeness they were achieving, and she no doubt liked him. The issue was everyone else. Family, school, neighbours, all that fun stuff. It was difficult to integrate the Cybertonian into her life, and he wasn`t making it especially easy.

Take today for example.

Katalyn and her family were having dinner when there was a ring at the doorbell. She could practically imagine her mother, Joanne, hiding her surprise when she opened the door to find the incarnation of a bad-boy delinquent at her porch. Needless to say her dad wasn`t happy about the interruption. After a few well-worded excuses, she managed to get her family to relax. Her dad was probably going to have a talk with her about boys later, but at least any suspicions about said boy being a robotic-alien were out of the way.

Now, the family was off on their regular duties, Frederick had a new project to prepare for, Joanne was downstairs sorting laundry, and Caleb was sulking in his room. Soundwave and herself on the other hand were sitting on the couch now, the girl flicking through channels while the con seemed to be contemplating something. "That was really bad, you know. You can`t just barge in on my folks. My dad really doesn`t like the idea of me being with guys. I mean I know where not together or anything, but he`s gonna take it the wrong way."

Soundwave only hummed in response.

The girl just rolled her eyes, he often got lost in his own thoughts. He was after all an ancient alien species with vast knowledge and capabilities. The things that must go through his mind were far beyond her reach.

Meanwhile Soundwave stared out a window, watching a bird sitting in a tree.

Casually, Katalyn turned away from him, her attention on the TV. Animal Planet was playing, and for a while she watched before growing bored and flicking to another channel. HBO had commercials running and it wasn`t like anything good was supposed to be on today. Sighing, she flickered through a few more before coming to a stop at the news network.

"Hey look, your friends are here." Katalyn said jokingly, giving him a little nudge and forcing his attention on the TV before him. There was a video of falling meteors playing while a reporter addressed it as a possible UFO crash-landing event. For a few moments the con was silent, his mind drinking up the information, considering it carefully. According to the reporter the objects were soaring over the United States, the exact locations of where they`d land were unknown. Silently, Soundwave listened to the reporters musing, his eyes lighting up at a zoomed in picture of the object. And there it was. Cybertonian markings as clear as day. He would recognize it anywhere, the distinct form of a Cybertronian pod.

He wasn`t alone anymore.

The screen suddenly changed as Katalyn switched channels. The con practically tackled her onto the couch, tearing the remote out of her hands and switching the news back on. It was needless to say that the girl was a little startled.

"You could just ask for the remote you know…" Katalyn whispered, sitting up and straightening herself.

"Silence." His voice was low but laced with dark authority. The girl hadn`t seen him so serious before.

Katalyn wasn`t a huge fan of taking orders but she found it in herself to stay quiet and do as he said. He seemed tense, and something about the news had him bothered. That`s when she realized it. Could the objects actually be UFO`s? Other aliens, like him? Katalyn always was one to believe in aliens, to believe in life elsewhere, but even she became skeptical when it came to footage like this. But perhaps this might be the real deal. Wave certainly seemed to think so.

"We need to move. Now." The holoforom suddenly snapped onto his feet, pure intent in his eyes as he tore through the room, coming to a stop at the door, "Come on."

"Where -"

"Come. On."

Sighing, Katalyn jogged over to him, biting back the urge to argue when he gripped her wrist. In an instant, he was running towards the hanger, and once again the girl found herself trying to keep up. She wasn`t particularly fond of his new attitude, but something told her this was serious. Soundwave practically dug into her pockets to take out the key, opening the hanger before fizzing away. The girl coyly hugged her wrist now, feeling the ache from where his fingers had dug in a second ago.

" _Get in._ " the jet`s voice cut through the room, the cockpit door popping open.

"Why? We can`t just fly off right now."

" _Can`t you do as you`re told for once?_ "

"No. I can`t. You gotta give me some answers Wave." The girl crossed her arms, displaying the universal posture for disobedience.

" _Explain as we fly. No time._ "

The girl didn`t budge.

" _Please Kat._ "

Katalyn exhaled a heavy sigh. How could she deny him when he was pleading? The poor thing had gone through so much. He wouldn`t have gotten so excited without a good reason. She had to trust him. In all honesty, why shouldn`t she trust him? He was her friend since she was a little girl, no one knew her better then him. He had never done anything to hurt her and she knew he wouldn`t start now. Friends trusted each other. It was as simple as that.

"Okay." She made an effort to move fast as she got into the cockpit, barely managing to buckle up before he shot into the air. The ride wasn`t as sensational as the first one, in fact it felt a little too rushed, a little to purposeful o be enjoyed. It`s difficult to explain, but there was just a mood, an atmosphere that made the girl feel unsettled.

"So, explain..." she spoke gently, placing a calm hand on the control-board.

Soundwave wasn`t really sure where to start.

In truth, he didn`t have an explanation. He didn`t even know what he was doing or why he was doing. Something primal in him, something instinctive needed validation. He just needed to know that they were actually other Cybertronians here. He just had to see them, to talk to them, to realize he wasn`t alone. He wasn`t entirely sure what this meant for him. Would he just let go of this world? Would he reintegrate himself to his Cybertronian culture? He didn`t know. He didn`t care. He just needed validation.

Katalyn on the other hand was another odd thing. Why did he bring her along? He didn`t need her, yet he chose to drag her with him. To the decepticons dismay, he figured it had something to do with his insanity. He was clingy, he was too scared to be alone. Even for a little ride he needed her. It was disgusting, this attachment he had, this attachment he needed.

"Wave?" the human tapped against his glass, pushing him to give the explanation he promised.

" _I need to know if I`m alone…"_

Katalyn understood, and to his relief she didn`t say anything else. Instead she placed her hand comfortably against the seat, easing her fingers over it in a soothing manner. He appreciated her trust, and now, with renewed focus, the decepticon dived into the night sky. After a few minutes they had approached the city, the rural area Katalyn considered home had faded away into the distance. A part of the girl was concerned, surely someone would notice a jet in the city, surely it would call for panic, surely some government agency would show up and steal away her friend. Surely..

"Wave… I think this is a bad idea." She was careful to speak softly, she didn`t want him to think she lacked trust.

Rather then giving an answer the jet began to lower, getting closer to the ground as it continued zooming horizontally. They were flying above a road. They weren`t in the heart of the city yet, rather in the exterior, and by the looks of it the road wasn`t used often. There were open spaces surrounding it, and it seemed to stretch on for a while. Driving on it was a single, sleek black GMC TopKick. Katalyn wasn`t particularly familiar with cars, but she recognized it considering her uncle used to own one.

By now the driver would have surely noticed the jet looming overhead.

"Wave, what`re you doing?" a bit of panic had managed to seep into the girl's voice, she wasn`t liking this one bit. "I thought we were gonna go look at the aliens."

" _That is the alien._ "

Wave transformed into a jet. It was something his species was capable of doing. They could transform into vehicles. Inhaling a sharp breath, Katalyn stared at the TopKick with renewed awe. Awe that was unfortunately short-lived.

With a loud screech the vehicle came to a stop, locks and gears hissing and whirring as it began to twist into it`s bipedal form. During mid-transformation, the creature rose its arms, the ends glowing a bright yellow and blue before illuminating the entire sky. It had shot something. Curious, the girl pressed herself against the window trying to get a closer look before jumping back. It had shot something at _them._

Before either of them could react, the jet went crashing down.

" _Kat?_ "

The girl opened her eyes to see Soundwave kneeling over her, his giant metal arms on either side of her. Needless to say, the human felt especially tiny looking up at the aliens burning red eyes.

" _Be still."_

She was about to ask him what he exactly meant, but the alien began to stand up, turning his back to her. Groaning, the girl tried to sit up too, biting back the urge to cry when she felt a sharp pain in the back of her knee. Craning her neck, she was able to make out the frame of the Cybertronian that had shot them down. He was a much darker shade of gray with hints of black here and there, by the looks of it he was around the same size as Wave. The oddest feature was no doubt the cat-like appearance of his face, something that ironically suited the ferocity he was expressing.

" _Thought you could take me out, punk? ME?!"_ the robot practically roared, lunging forward with his cannons blasting. The girl could barely supress the urge to scream as he tackled Wave, pinning him down and digging into his chest. Clenching her fists, Katalyn got onto her feet. She didn`t care if her knees felt like clay, the pain was nothing compared to the thought of losing her friend.

"Stop! Let him go, please!" she screamed at the top of her lungs, praying her voice would catch the cat-monsters attention.

Briefly, it glanced at her, it`s blue eyes glowing with confusion. It opened it`s mouth to say something but Wave elbowed It before it could. The human watched the power-struggle, the two giants battled for control, clawing and punching furiously.

" _Filthy con`s_." the monster hissed, planting Wave on the ground yet again. This time it pointed it`s cannon straight in his face.

"No, wait!" Kat screamed yet again, and the creature audibly growled, pressing the cannon against Waves head before turning to the human.

" _What… human? Go, now. Or else I`ll… exterminate you-"_ the creature was interrupted as Wave threw his entire weight onto the creature, managing to throw him off.

In a blur, the decepticon rose to its feet, swiping Katalyn up with his hand before turning to the recovering Cybertronian. With a low, primal growl, Soundwave rose its missile launcher into the air, shooting two rounds. Katalyn was barely able to keep up with the speed in which the creature transformed, driving aside to dodge the hits before transforming yet again. Rather then continue the fight, Soundwave pressed the girl into his chest, transforming around her before shooting off into the air.

"What… what just happened?!" Katalyn sounded beyond bewildered.

" _Autobots, they`re here."_

"Those were your enemies, right?"

" _Indeed. I… I never expected another Cybertronian to be here, much less an autobot."_

"I`m guessing they`re bad news. God… how am I going to explain this to my folks?" Katalyn was referring to her torn clothes and bruised legs.

" _You`re functional. That`s all that matters."_ The con said rather bitterly before giving an audible hum, " _I want to try something. Stay silent."_

The girl didn`t bother arguing.

A thought that had never occurred to Soundwave was his com-link. After being able to speak, he was so caught up with his little human, that he never considered attempting to contact his fellow decepticons. Besides, he never expected any of them to answer. As far as he knew, there were none on this planet besides him. But now, after witnessing an autobot, the con suspected his faction may be here as well. He was skeptical, but it wouldn`t hurt to try. A part of him was hesitant. He wasn`t sure what it would mean, if decepticons were here that is. Would he be expected to drop his ties and rejoin his faction, would he be expected to reengage in war with the autobots. Here? On this planet? With his human in the crossfire?

Most likely.

Question was, would he be willing to give her up for his cause?

' _Soundwave reporting in. Anyone copy?'_

' _Primus! I never expected to hear your voice here.'_ The familiar voice of Blackout rumbled through the jet, noticeably making the human uncomfortable.

' _Be silent Blackout! Let I, the leader, address out comrade!'_ the grating hiss of Starscream suddenly cut in, _'You`ve been offline for megacycles, explain your malfunction.'_

The idea of Starscream being in charge of anything irritated the con to no limit. ' _I don`t answer to you. Where is lord Megatron? Why are you on this rock?'_

' _You expect me to answer you? Foolish, scrapling, I am second in command. Commander Starscream! Most feared decepticon in-'_

' _Megatrons stuck in a human base.'_

' _BLACKOUT YOU TRAITOR!'_ Starscream was not amused.

' _We`re working on releasing him."_ Blackout continued to answer Soudnwaves questions, _'We are here for the Allspark. Lord Megatron traced it to this planet. The location is with a fleshling. Barricade is working on extracting the information from him.'_

' _Would be easier without the slagging autobot protecting him!'_ Barricades angry baritone shook the cabin, and Katalyn was clearly growing more nervous each second.

' _Kill it, obviously.'_ Blackout suggested.

' _I would, oh trust me I would.'_ Barricade growled in response, _'But it`s difficult to find the right opportunity. Dammit, that fleshling is speeding! I must issue a ticket, Barricade rolling out~'_

' _I think he`s taking the undercover thing too seriously…'_ Blackout muttered.

' _Silence!'_ Starscream ordered yet again, _'Soundwave, as second in command, I order you to assist Blackout with locating our 'lord' Megatron. You`re talents in hacking may be of use to us yet. Keep your com-link open so that you may receive my orders._ _ **Immediately.**_ _Starscream signing out.'_

' _Blackout singing out as well. All hail Lord Megatron!'_

The com-link went silent, and Soundwave quickly switched off the channel.

"You`ve got interesting friends…" Katalyn mumbled.

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Please review c:


	4. The Meaning of Affection

Guess who`s still not dead yet :p

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"You can`t be in here!" Katalyn groaned out the words, not making the effort to get out of her bed as the holoform softly closed her bedroom door behind him.

" _I apologize but… I needed to check up on you. The thought of you suffering was unsettling._ "

"I`m not suffering Wave." She managed to sigh, sitting up in her bed before gesturing for him to come closer. He immediately did, dark eyes watching her as he came to sit at her bedside. In a way Katalyn found all this so scandalous, the thought of a man slipping into her bedroom at the dead of night. Her mother would most certainly freak out, and it would do nothing to better Caleb's image of her. Not that she really cared at this point.

After returning from their little 'trip', Wave had practically carried her to the front door, giving her parents quite the fright. He tried to explain, but there really was no way he could say the truth, so Kat did her best to cover. She made up some story about how they went for a walk in the fields, how she had slipped and fallen into a ditch. The idea of it all was odd, but in their panic, her parents didn`t care for it, quickly rushing her to her room before calling for a doctor. It was needless to say that Wave was asked to leave immediately, her father angrier than ever before.

Katalyn did make an attempt to convince her dad it wasn`t his fault, but he wouldn`t have any of it. She figured in truth it actually was his fault, not that she blamed him. Fortunately for the con, she was quite forgiving.

" _This is odd for me. Difficult I mean…_ "

After exhaling a deep breath, Katalyn offered him her hand, managing a weary smile. He looked at her blankly, not really showing any emotion before taking her hand in his. It was a friendly gesture, and Katalyn hoped he found it comforting.

"And what do you mean by that?"

" _This concern, I feel so worried."_ He muttered, looking defeated as he said the words.

"It`s normal for friends to be worried about one another. You`ve had friends before, haven`t you?"

" _I have. But… I`ve never had friends as fragile as you._ " He was quiet for a while now, simply watching his companion. He knew for a while that he was dangerously obsessed with this human, but the obsession had reached new heights now. You never realize how much something means until you almost lose it. The panic he felt when he saw her body tumble to the ground was horrifying. He felt himself relive every fearful moment of his isolation, feeling himself near complete insanity. If she hadn`t opened her eyes when she had, he would`ve lost it. Every shred of logic in him dismissed, only a monster would remain.

" _If I`m being honest, I haven`t really had a friend in a long while._ " He spoke again, his other hand moving towards her face as he toyed with a strand of her hair. It felt nice to touch his companion, to feel the little bit of connection he could with the one person he considered his savior.

It`s horrible. That feeling, that one-sidedness. When you need someone so badly, but you know they probably don`t need you as much. He had no doubt that she appreciated him, that she _loved_ him. But the way he felt was more than that, he didn`t just appreciate her. He didn`t just _love_ her. No, the feelings he had were much darker, much more monstrous. It was a sick, twisted obsession he had, but luckily for him, she didn`t notice it.

"Speaking of friends, those… _beings_ you were talking to earlier." She chose her words carefully, his hand still in hers, "What was that all about?"

" _Fellow soldiers, we fight for the same cause, same great leader._ "

"I heard, something about Megatron? Human base? Killing someone…" the last word came out with just the right amount of subtle curiosity.

He, unfortunately, hummed in response, not really answering the girl's questions.

"Well yeah, that`s cool." She mumbled sarcastically before clearing her throat, "So what`s next? Are you going to join up with them? If there`s some Autobot here, are they going to try to take over? Is there gonna be fighting? Are people gonna get –"

" _Silence."_ The words came out a little too harshly, " _…please."_

"Hey… we`re friends Wave. Please let me in, please tell me."

One look at his companion had him melting. She was smiling at him so genuinely, warm eyes gazing at him with nothing but affection. How could he deny her anything?

" _I don`t know anything yet, I have no answers for you. But… I can promise one thing. Nothing will happen to you. I won`t let you get hurt."_

"I`m a big girl you know. These scratches are nothing." She managed another smile, one he obviously did not return. After the failed attempt at lighting the mood, the girl got serious again, eyes locking with him once more as she moved closer. "I know I seem like I don`t want you around sometimes. But I really do. You`re my best friend, you`re… so much to me. Don`t leave, ever, okay?"

" _Never."_

Despite the resistance from her bruised body, the girl managed to bend closer, wrapping her arms around him. The con was unfamiliar with the idea of a hug, but he managed to stay still as she tightened her hands around his shoulders. He could feel her soft breathing against his neck, her heart beating against his chest. It was odd, the fact that he would human interaction so satisfying, but a certain part of him seemed to be craving it. The broken part he presumed. The crazy part.

(Le Time Lapse~)

Soundwave didn`t feel particularly proud as he soared over the night sky, his optics scanning the city below him. The Decepticon took quite a bit of pride in his multitasking capability. Even now his attention was on the gigabytes of code he was running all the while he flew, scanning and searching every online database in existence to find a link, a means to find his master. He wasn`t really sure why he was bothering with any of it, why he wouldn`t just sit in the hanger patiently awaiting his companion. Perhaps it`s just habit, after all, soldiers are trained to follow orders. Even if those orders come from the likes of Starscream.

There was a part of him that was worried, though. A part of him that wondered what would happen if his human got caught in the crossfire again. Or what if Megatron does establish his rule over this planet. Then what will become of her? Surely, his master would spare him a pet. But did he really want that? To enslave her as his little pet? Well, now that he thought about it, the idea didn`t seem so bad. If she was enslaved to him, she could never leave, she`d have to do exactly as he says, always stay by his side.

He`d have to begin by exterminating the parents, they were annoying. Then the bratty brother, he seemed to upset Katalyn often. Once they were out of the way she`d have no excuse to keep him away, they could be together forever. That is until the day he no longer needed her, the day this madness, this weakness would leave him. The only issue was, he wasn`t sure if a day like that would ever dawn.

Soundwaves train of thought came to an end as he noticed a new piece of information. Quickly he focused his attention on the file his processor had brought it up. It was a government document by the looks of it, one that should`ve been securely locked away in the system. Luckily for him, the human version of 'secure' was his version of primitive. In a matter of seconds, he had the file at his disposal, pinpointing the main points before discarding it. Megatron was apparently being kept in some human facility, and considering the contents of the document, there might be more in that facility as well. Quickly, the Decepticon sent the coordinates to Starscream. He honestly hated reporting in to that coward, but there really wasn`t anything else he could do at this point.

' _Took you long enough.'_ The unmistakable voice of Starscream hissed through Soundwaves cockpit.

' _Update?'_ for the sake of his sanity, Soundwave decided to get straight to the point.

' _Barricades been offline, I believe the Autobots got to the human wretch first._ ' Surprisingly, Starscream sounded fairly serious too, ' _Blackouts scanning for them now, I may update you once the situation changes. Signing out.'_

Deciding now to think about it anymore, Soundwave dropped all thoughts of war and the Allspark. Instead, he focused on the well-being of his Katalyn, coming to a smooth landing in the hanger. To his delight, his companion was already there, sitting cross-legged in the middle of the floor, gazing up at him.

" _How are you feeling?"_

"Better. Where`ve you been?"

" _Around and about. Shouldn`t you be resting?"_

"Mom went to town to get some groceries. Apparently, she knows this recipe for tea that`s supposed to speed up the healing process."

" _That`s no excuse for you to be out of bed."_

"Since when have you become such a medic?"

" _Since you almost died."_

"You`re overreacting. But if you insist, the least you can do is help me to bed?"

In a matter of seconds, the holoform was before her, two strong arms scooping her up with ease.

"This isn`t what I meant." She managed to say, but he paid her no mind, expression serious as he trudged out of the hanger. She was right about no-one being home, by the looks of it even her father and brother were out of the house. Subconsciously, Soundwave labeled it under bad parenting. What type of creator would leave his sparking defenseless when she was no doubt injured?

"So I`ve been thinking." She spoke hesitantly as if she already knew her words would upset him, "I want to help you."

" _By doing as I say and resting? Brilliant, aren`t you."_

"By helping you fight. If these Autobots are here to hurt my world, I wanna defend it. Let me help you."

" _Your legs are bruised and battered, and you want to pick fights with metal giants? I revoke what I said about you being brilliant."_

"I`m serious Wave."

" _And so am I."_

On that note the Decepticon dropped her on her bed, taking a moment to appreciate his hard work. His little companion looked at him expectantly. The mechanisms that made up the inside of his holoform hummed deeply, the closest he could come to sighing. With that out, he sat on her bedside yet again, this time leaning in closer. He just wanted to be closer. Needed to be closer.

" _Katalyn, how do humans show affection?"_

"Well, I think they start by doing nice things. Showing they care through actions."

" _That`s not what I meant."_

"Oh. I suppose they hang out, hold hands, hug-"

" _Interface?"_

"Inter-what?"

" _When a mech and a femme get together and-"_

"Shut up, shut up, shut up." The girl quickly said, not able to hide how flustered she was at the thought. Then she remembered he had already seen her do all that, and so the flustering continued. "There`s a lot that comes before it."

" _Such as?"_

"Why are you asking me all this?"

" _I want to show you my affection."_

To Shockwaves delight the girl turned pleasantly pink, struggling to keep a smile off her face. Eventually, she gave up the struggle, grinning rather childishly.

"You`re adorable, you know that?"

He didn`t respond, still awaiting a proper answer.

"Let me show you."

Slowly, Katalyn leaned into him, placing a small, delicate kiss on his cheek. The gesture as innocent as could be.

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To those of you who somehow find this fic interesting, I just wanna state a little fact: I really don`t know how this fics going to end, honestly making it up as I go along. Right now, the idea is a love triangle, how that love triangle ends, I`m not sure. Maybe it`ll be Wave in the end, maybe Optimus, I don`t know.

Guess that keeps things interesting, eh?


	5. The Consequences of Lying

In a way, Katalyn felt pretty fortunate.

True she was injured, and her legs still subtly ached as she walked. But being injured did have its perks. For instance, she didn`t have to go to school, a necessity that would soon be coming to an end anyways. Hopefully next year she`d be going to university. Speaking of which, where would she keep a jet on campus?

Deciding to think about it later, the girl continued walking. She was outside right now, roaming around the many fields that surrounded her house. Smoothly, she took a turn down a hill, turning to the pathway that led to the hanger. What could she say? Being by herself got boring easily. As she walked, she thought about life in general, she thought about her friend, about the aliens, about everything. Last time that cat monster tried to kill him, he was an Autobot- that`s what Soundwave had called him. Considering what she had seen, Katalyn presumed the Autobots were vicious and brutal. That monster had even threatened to exterminate her.

Katalyn was anxious to see her planet safe from them, anxious to see her friend safe from them. Never before had she felt such hatred for something, such strong disgust. How pathetic it must be, to come to another world, to wage war on an unprepared species. Have they no honour? Damned Autobots, they were just awful.

With that thought in mind, Katalyn entered the already open hanger, noticing how still her beloved jet was. She didn`t say anything right away, instead watching him with a fair bit of affection. Her eyes made their way to the Decepticon symbol on his frame, now appreciating it with new-found respect.

Decepticons.

Those were the heroes. The ones that would save her planet from the god-awful Autobots.

"Well hello there." She spoke softly, but the jet instantly buzzed to life.

" _Hmm?"_

"Sorry, were you sleeping? Err, I mean, in stasis?"

" _Perhaps. What troubles you?"_

"Does something _have_ to trouble me?" she asked rather cheekily, slowly moving closer to the jet, coming to a pause in front of his door, "May I?"

In response, the door popped open, and with a smile, Katalyn scooted inside. It was a bit of a struggle to get her legs up, but she managed, now comfortably seated in his cockpit. Instinctively her fingers began to trace the hem of his seats, a habit she had developed a while ago.

"That guy you caught me with that one time, he was a mistake, you know?" She randomly began talking, deciding this was the subject she wanted to discuss, "It wasn`t love or anything, just lust. I`m ashamed you know. To think I lost my first time to someone I felt nothing for. All the feelings I thought I had for him died the next morning. That`s the thing about lust, it feels so amazing in the moment, but afterwards it`s just… gone."

" _I don`t understand."_

"That makes two of us."

The conversation, despite how fruitless it already was, was interrupted by the sharp click of Soundwaves commlink activating.

' _Decepticons, mobilize._ ' A new, far more savage voice cut through the hanger, a voice that involuntarily shook Katalyn to her core. It was anger and coldness mixed into one loud, terrifying package.

"Who was that?" she mumbled as soon as the link went dead.

" _That, was Lord Megatron."_ Soundwave couldn`t help but feel some semblance of relief wash over him at the sound of his master`s voice. The loyal and devoted soldier in him rising to the surface at the sheer thought of obeying his lord`s every word. Also, it definitely beats having to obey Starscream. The con took a moment to mentally cringe at the thought of Starscream being lord of anything.

"Are you going on a mission? Saving the world? Wave please, let me come with you."

The con practically jerked at such a thought, was she insane?

" _You`re being an imbecile, you`re going to get blown apart. Now get out."_

"I told you I wanna help, it`s my world too."

" _Get. Out."_ The door popped open, but the human didn`t budge, her eyes pleading for him to let her stay. " _Be reasonable. How can you help me? You`ll only get in the way._ "

"I`m worried, alright!" she practically yelled the words, her emotions finally rising to the surface. "Last time that thing almost killed you. If I hadn`t said anything, if I hadn`t distracted it… I would have lost you. I wanna come so _I_ can protect _you_."

How ironic, he was supposed to be the one protecting her.

"I`m sorry Wave, but I`m not moving." She folded her arms to emphasize her point.

The con was silent for a moment, trying to figure out what to do. He`d never been in a situation like this before, never been defied by someone so inferior. Well, if he had, he`d usually respond by tearing them apart, but that really wasn`t an option with her. She was acting like a sparkling, immature and unreasonable. He considered prying her out of him, but the idea of upsetting her scared him. What if she`d want to leave? He couldn`t have that.

He could practically imagine it, forcing her out before flying off. Once he`d return, she`d be gone without a trace. He`d spend the rest of his life searching for her, but he`d never see her again.

" _Fine._ "

Katalyn sighed a breath of relief as the jet began to roll out of the hanger, lights flaring as it took off into the morning sky. It was during that flight that Soundwave decided he`d stay in the air. He could shoot from afar if necessary, staying in jet form and out of harm's way. That way they wouldn`t be able to reach his Katalyn, they wouldn`t be able to hurt her.

Feeling a little more relaxed now, the jet sped up towards the city. The coordinates displaying themselves in the corner of his vision as he swooped down towards mission city. He could see the tenseness in Katalyns eyes, but also the determination. In a way it warmed his heart, to see his companion was so concerned for his safety. But it also angered him to no end. She had too much control over him, and he didn`t like it. He wanted it to be the other way around. He wanted control over _her_.

 _All in good time,_ he thought to himself, his attention now turning to the scene playing out beneath him. Ironhide and Bumblebee were scattering amongst a street, buildings lining either side of them as they shot rounds at a nearing Destructacon. To his surprise there were humans as well, tiny men in green uniforms, shooting away at his comrades. He watched for a moment longer as he lowered, noticing Blackout coming up behind the two Autobots. Suddenly, Ironhide turned to face him, roaring a 'watch out' as he leaped over to return Blackouts fire.

That`s when Soundwave noticed it, or more appropriately, noticed him. Running by Ironhide with an expression of determination and terror was a young fleshling. What shocked the con wasn`t the fact that Ironhide had just protected it, but the fact that it was holding the Allspark. _The_ Allspark.

Dear Primus, how did something so inferior get hold of something so important.

Katalyn, on the other hand, didn`t really notice it, her eyes to stuck on the giants battling it out before her. She wasn`t sure how to feel, but fear was definitely present. For a moment, she regretted her decision, for a moment she wondered how in gods name she could possibly protect Soundwave from so many of them. She felt weak, useless, and frustrated, feelings that were not a good mix with fear. Swallowing her dread, the girl peered through the window again, this time noticing the human soldiers who were also firing at one of the giants. She presumed it was an Autobot.

" _I didn`t know it was this bad… I should have never let you convince me."_ Soundwave mumbled more to himself than her. Katalyn considered a response, a part of her wanted to agree, to apologize. But a more determined part of her wanted to say it was okay, that she was going to be brave, that she wanted to help him. If those soldiers were doing their part, so should she. Before the girl could speak her mind, Soundwave quickly dived onto a building, one much higher than the others. He came to a pause at the roof, his door popping open.

" _Stay here and out of sight. I`ll return for you. This was a horrible idea, forgive me."_

She opened her mouth to argue, but Soundwave saw it coming. Instantly he transformed around her, placing her gently on the roof before taking off in a blur of gray and black. His fear of her leaving him was no longer present as he took off. The fact that she could get hurt overtook any fear he had, her safety was his top priority.

Katalyn, on the other hand, felt blank as she stood there. So much for helping her friend.

After a moment of staying still, she began to feel a little braver, and so she slowly moved to the edge of the roof, peering over the ledge. On a building, not too far, she saw a massive _Cybertronian,_ far larger than any she had seen before. His body was the colour of silver, much like Waves, but his eyes burned a far brighter red. He looked monstrous really, flinging cars around as he bared his fangs in what Katalyn presumed was a grin.

He must have been Autobot. How disgusting.

The girl`s attention now turned to the whirring of metal, now noticing a truck coming to a stop before the building the Autobot sat on. The truck looked rather custom, red fire marking the blue exterior. She watched with fascination as it began to transform, cogs twisting into place as a towering body made itself known. Scratch what she had said about that Cybertronian being large, this truck, on the other hand, was the true giant. Interested, she leaned against the ledge of the building, trying to get a better look. There was a certain something in the giant`s blue eyes, a certain glint, something so recognizable, but so rare.

She couldn`t quite place it, but he just looked like a good guy. The honour and righteousness his expression carried was one she could only associate with that of a heroes. He must have been a Decepticon. No, better yet, he must have been Megatron, the noble commander Soundwave no doubt served.

"Megatron." The giant finally spoke, his voice deep and rumbling, hinted with a slight bit of sadness as he addressed the silver Cybertronian.

"Prime!" the creature replied with a strange, twisted semblance of joy, before leaping off the building and transforming into a jet before the girls very eyes. In an instant, he was charging towards the red and blue giant, and Katalyn expected him to get out of the way. Instead, the giant leaped onto the jet, grabbing at its sides as their little battle began.

The giant had called the silver one Megatron, and the silver one called the giant Prime. Megatron was the leader, that monster was Megatron! Katalyn considered that for a second, a little confused before she mentally scolded herself for being so judgemental. Judging books by their covers is a horrible habit. Perhaps he looked terrifying, but deep down he was a good soul, here to defeat the Autobots.

Yes, that made sense now.

When Katalyn found them again, she saw 'Prime' being flung into a building before dropping to the ground with a deafening thud. The Autobot looked a little defeated while Megatron turned away now. She watched as he began moving down the street, by the looks of it, he was chasing some kid. To her surprise, the kid was running into the building she was on, and for a moment she lost sight of him before Megatron busted through after him.

Oh god, they were coming here. But it should be okay, right? Megatron wouldn`t harm her. He`s a Decepticon, he`s here to help. Last she checked, she was also here to help. For some reason, he was after that boy.

Katalyn began contemplating what she should do when the door to the roof was kicked open, the boy running in, a strange object tucked away in his hands. He came to a stop when he saw her, eyes widening as he panted heavily. By the looks of it, he was exhausted and terrified. It only took a second for Katalyn to connect the dots. Whatever he had in his hands, Megatron wanted. And if Megatron wanted it, there should be a good reason. Perhaps she could be helpful now.

Quickly, Katalyn lunged at him, making a grab for the cube as he fell back with a thud. He was clearly surprised as she sat on top of him, holding his body down as she tore the cube from his hands.

"Wh-what are you doing?!" the boy yelled.

"Saving the world." She mumbled, a little surprised at what she was saying.

"What…?" he seemed genuinely confused before a heavy and loud rumbling made itself known. "Oh god, oh god! Give me that, I need to get it to safety!"

"Liar." She snapped back, "You`re helping the Autobots aren`t you?"

"You know them? Yeah, I am, so give it back!" he made another grab for it, but the fact that he was exhausted give her the upper hand. Quickly she stood up, the cube still in her hands as she backed away from him.

"You`re disgusting. How could you betray your own race? How could you side with the Autobots?" her emotions were getting the best of her now, and she watched the boy with newfound hatred as he got onto his feet.

Before he could reply, the ground beneath them shook violently, crumbling and cracking as something exploded onto the roof. Katalyn dropped the cube as the impact threw her back, her eyesight blurring for a moment as she watched the boy grab the object before running to a corner of the roof. She tried to stand up, tried to catch her breath, but her already bruised legs didn`t dare budge.

Her attention was suddenly brought to the roaring of Megatron, who was now standing on the roof and looking around like a predator. Somehow, he didn`t notice her behind the rubble of the crumbling roof, and so she sat there, unsure what to say or do as he began to move around. Surprisingly, she couldn`t see the boy anymore either, as if he had somehow disappeared.

Slowly but menacingly, the Decepticon walked to the edge of the building, eyes lighting up as he clutched one of the decorative statues in his claws.

"Give me the Allspark, and you may live to be my pet." His voice grated out the words, his eyes now on the statue in the other corner of the building. Curiously, Katalyn turned towards it, now noticing the boy was clutching to it, his arm around the cube. Was he insane? He could fall. He could die.

"I`m never giving you this Allspark!" the boy shouted back, and the girl was a little surprised at the traitor's determination.

"Oh, so unwise." It said those last words rather softly, before suddenly lashing out with a chained mace. Yes. A chained mace. What in the actual hell?

Shock was an understatement as Katalyn watched Megatron send the boy to his death, his body falling off the building as he released one final scream.

Last she checked, the good guys aren't supposed to kill anyone.

The last thing she was Megatron growl out in irritation before also leaping off the building. For a while she laid there, the pain in her legs becoming worse with each passing second. Silently, she ridiculed herself for being so stupid, for coming out here. But mostly, the emotion that dominated her mind was confusion. She needed answers, she needed to be sure.

Katalyn spent a few minutes hearing the gunfire and screaming before she could take no more. Biting back the pain, the girl used her hands to crawl to the edge of the roof, using a piece of the unbroken ledge to climb up. She held the ledge tightly as she looked down at the fighting yet again. Prime was on his feet once more, trading blows with Megatron while the boy from earlier was cowering behind him. He was still alive. Was that a good thing?

What shocked her though was everyone else. The soldiers were firing at Megatron, not Prime. There were jets shooting by, throwing missile after missile at the Decepticon leader. The girl watched bitterly until it all came to an end, until the boy suddenly rammed the cube into the Decepticons' chest, until Megatron crumbled to the ground. Until the gunfire went quiet.

(Le Time Lapse~)

Soundwave felt completely distressed as he flew towards the roof. The battling did not go well at all, he barely managed to take out a few of the primitive fighter jets, before one nicked his wing. He was becoming sloppy, but what did he expect after years of isolation?

The thing that made it far more troublesome though was the thought of his leader perishing. Starscream would be in command yet again. He doubted that the coward would even bother with a memorial to their great lord. It was unfortunate. He was unfortunate. If only he could have done more, if only he could have protected his lord. Why did he waste time with those human jets? It should have been Optimus under his missiles.

As if he wasn`t distressed enough, Soundwave came to a sudden halt when he saw the state of the building he had left Kat on. Most of the roof was torn apart, giant gaping holes marking the inside. He felt nothing but panic as he lowered himself, scanning around wildly before noticing Katalyn leaning against the ledge, her expression bitter and pained.

He needed to get her to safety. Quickly at that.

" _Can you move? Can you get in?"_ he asked before popping his door open, hoping he wouldn`t have to transform. That would be far too noticeable.

She didn`t reply.

" _Katalyn?_ "

No reply yet again.

His panic suddenly doubled and quickly he casted his holoform, making an attempt to lift her up. Before he could get an arm around her, the girl lashed out at him, pushing him away.

"Don`t touch me!" she practically screamed.

" _What`s wrong? What happened?'_ she could hear the fear in his voice, the terror, the dismay, the hurt.

She could care less.

"You lied."

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Optimus will be making his official appearance in the next chapter :3

So, any thoughts? Please do review~


	6. A Dark Descent

I`m not dead :P I just needed a lot of thinking time to figure out what the hell should happen next. I think I have now figured it out… mostly? Eheheheh….

So, you know how I was like, Prime`s totally gonna be in this chapter. Well, woops, it seems he has yet to make an appearance. But I swear he`s coming, soon, maybe next chapter? Who knooooows~

Enjoy! :D

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As soon as the jet landed in the hanger, the girl instantly tore his door open, scrambling out. She looked beyond conflicted as she wrapped her arms around herself, shuddering in what seemed to be disgust. Once Soundwave had arrived on that roof, she wouldn`t let him get near her. He was forced to drag her into his cockpit simply to get her to safety.

"Leave." She whispered the words bitterly.

" _You don`t mean that."_ He insisted.

"I do mean it. I want you to leave!" her voice was now raised as she addressed him, gritting her teeth before turning away. Just as Katalyn made an attempt to open the hanger door, she found it being slammed closed again. Soundwave`s holoform was right behind her, looking fairly frustrated as he grabbed her wrist, forcing her to look at him.

" _You asked me to never leave you. Don`t you remember that? You said it yourself, you said I meant everything to you._ "

"Well that was my mistake." The con could practically hear the venom in her voice as she snapped at him. She was furious. He was going to lose her. Dear Primus he was going to lose her!

" _I never lied to you_." He stated, trying his very best to win her back. " _I simply allowed you to believe what you did._ "

"Stop trying to manipulate me!" she harshly pulled her wrist away, "You told me all those lies, how Megatron was such a great leader. How the Decepticons were such a noble cause."

" _He is great. We are noble_."

"I`m such an idiot. I should`ve known better. How ironic, you call yourselves Decepticons, yet somehow I missed the deception."

" _Kat please-"_ he made another attempt to touch her and the girl quickly responded by smacking him straight in the face. Soundwave had to suppress the urge to lash back at her. It was simple instinct for his kind to fight back but he knew all too well she wouldn`t survive his retribution. Besides, violence wouldn`t help him keep her. Not willingly at least.

"If it had worked. If he had destroyed my world. What then? Would you have killed me? Would you have killed us all?"

" _He wasn`t going to destroy your world_." Soundwave reasoned, beginning to panic a little, " _Simply conquer it… but I wouldn't have let anything happen to you. I would have kept you, I would take care of you, much like you took care of me_."

"You`re sick."

Oh, how right she was. He was sick, completely broken. And it was all her kinds fault. The humans shot him down, the humans locked him away. It was him who should have been furious at her, furious at her kinds cruelty. It was then that Soundwaves mind wandered off into darker territory. If he couldn`t keep her with kindness, he`d keep her with cruelty. He could show her who the true slave was. But not yet, not if there was a way to save the relationship they already had.

" _I can`t leave. I`m your fathers jet, remember? He`d wonder what happened if I just disappeared_."

Just drop the arguing, just accept this excuse.

"I don`t care. He can think whatever he likes as long as you`re gone."

Primus, it`s beginning to hurt.

" _I promised you I`d never leave. I won`t go back on my words_."

Just be forgiving Kat. Compromise for the sake of this relationship.

"You`ve already gone back on everything. Are you deaf? I want you to leave!"

Something`s beginning to snap.

" _I love you_."

Please Kat…

"I hate you."

Soundwave could practically hear the way his sanity cracked.

In a blur his holoform had its hand around Katalyn`s throat, pinning her against the door as he couldn`t help but feel his grip tighten. She seemed just as surprised as he was, clawing at his forearm as she tried to get away. Needless to say, the human was no match for him.

He could have given her everything if she had let him. He could have made her so happy.

" _I tried. I tried so hard to have you see reason, but you wouldn`t budge. You don`t understand anything, do you? I need you. Doesn`t that mean anything? Don`t I mean anything? I`ve been your yearning slave since day one but that wasn`t good enough? Forget it. You belong to me now_."

The girl clawed and scratched desperately for a good few seconds before her movements grew weaker and weaker. Soundwave actually found it all too enjoyable to watch. For once he was in control, and oh how satisfying it felt! He had to resist the urge to grin when she choked out a plea, her eyes losing their light ever so slowly. It wasn`t until she stopped struggling that the con realized what he was doing.

The last thing Katalyn remembered was Soundwave releasing his grip on her, letting her drop to the floor before everything went black.

" _What have I done…"_

(Le Time Lapse~)

"I`m done! This can`t keep happening Frederick, it`s happened far too much already!"

Katalyn awoke to the sound of her mother`s yelling. Groggily she lifted her head up to see she was lying in bed, the door to her room was wide open and her parents stood at the foot of the bed. By the looks of it her mother was having another panic attack while her father tried to remain that oh-so patient voice of reason. The first feeling the girl registered was an aching soreness in her throat, it burned to breathe.

"Kat?" her mom`s eyes were now glued on her and quickly she scurried to the bedside, embracing her daughter tightly. "What happened this time? Frederick found you unconscious in the hanger with those…." Her mother couldn`t finish the sentence as she stared at her daughter`s neck.

"Those marks." Her father finished in her mother`s place, now also moving near the bed. "Someone strangled you? Good lord this used to be a safe neighbourhood. Then you go out and break your legs, next thing I know you were being choked in the hanger. My hanger. And I just let that happen?" he groaned deeply, the stress showing in his eyes as he sat on the bed-side. "What type of father am I? I can`t even protect my own family."

"Was it that boy?" her mother was at it again now, "the one that took you on that _walk_. Did you really fall in a ditch? I never bought that story for a moment. Did he hurt you back then? Did he hurt you again?"

Even if Katalyn wanted, the idea of speaking seemed foreign in her current state.

"Well, did he?' her father asked this time, his voice raised as he truly seemed to be panicking. She knew right then that if she nodded her head, her father would go grab the old gun in the attic and hunt that boy down. Too bad that boy wasn`t a boy at all. But instead a giant, alien robot that could easily obliterate her house, her parents, her whole entire world.

Truth be told, even if he wasn`t so dangerous, she wouldn`t tell her parents. Deep down he was still that friend, that companion she loved. He betrayed her though, and by God that hurt. He maybe did care about her, but how could he plot to conquer her world. How could he plot to murder and enslave her friends and family?

Katalyn felt like throwing up. She wasn`t supposed to be dealing with issues like this. Girls her age are supposed to worry about petty school-related problems. Does my crush like me? Why`s my hair so frizzy? How am I going to pass Physics? Yep, petty problems like that. She felt the faith of humanity, and murderous betrayal was a little too out of her league.

"Katalyn answer me!" her father was yelling now, and she could see in his eyes just how terrified he was for her. He felt like a failure, as if he had done his family wrong by letting his daughter come to harm. If only she could tell him that the true failure was her. She had been fooled so easily. But it`s difficult to break a habit. From the first day, she loved and trusted him. He was the first friend outside her family, her eternal companion. It`s difficult all of a sudden to realize their time together was built on a lie.

Katalyn shook her head as in 'no', but her father still seemed unwavering. Quietly the two adults glanced at each other.

"Fine." Her father spoke bitterly, his eyes on her. "You`re grounded. No leaving the house no matter what. I`m going to call the police, your going to tell them everything you can. I think we might pull you out of school for a bit. This town isn`t what it used to be."

No, no, no.

That was exactly what Katalyn didn`t want. If she was stuck at home all day, every day, _he_ would get to her. _He_ would reach her. The only safe place to be was away from home, even school sounded pretty good compared to being stuck with Soundwave.

"Da-Dad." Katalyn had to choke the words out. Her throat scraped and burned at the effort to simply speak. "Can I.. go away?"

"What do you mean by that darling?" it was her mother who spoke as she wrapped her arm around her daughter, stroking her in that affectionate way only mothers knew.

"Away from here." She felt the pain worsen after speaking that final sentence, and she could tell her parents saw the strain as well. Quietly her mother shushed her before glancing at her husband.

"I think that`s a good idea." Frederick spoke now, his eyes on his wife. "My sister lives in the city, maybe we could send her over for a week or two. Just till she feels better, till we sort this all out."

"Your sister can barely take care of herself, much less children." Her mother spoke with the slightest hint of disdain.

"Don`t you get it? She`s terrified." Frederick gestured at Katalyns shaking form. "We failed. We couldn`t protect our own daughter in our own home. As far as I`m concerned we can barely take care of children." He paused then, noticing just how upset he had made his wife. "I just want my girl to feel safe. Let her go for a week, until the police figure this out. Until we know it`s safe for her to be back."

Her mother said nothing know, her expression a mix of resentment and sadness. It was at that moment the Frederick left the room, mumbling something about needing a drink. Katalyn knew he`d often say that, never really following it through. But right then, considering the way he looked, she had a feeling for once he might actually get that drink.

"Rest baby, we`ll call the sheriff tomorrow morning. I`ll go make some soup for that throat of yours, you must be hungry. Chicken and corn, okay? Your favourite." She sounded incredibly sad as she stood up, giving her daughters shoulder one last reassuring squeeze before leaving. The room was still for a moment, and Katalyn found herself alone with only her thoughts.

She felt so helpless, like some tragic damsel in distress. She had often favoured books like that, the type where the men did all the saving, and the women did all the swooning. It was just personal preference, or maybe she was too lazy to save herself? Regardless, being the terrorized victim in need of a knight in shining armour sounded great. That was until she lived it. The downside was there was no knight in shining armour to save her. As far as she knew, no one could save her from that Decepticon.

To make matters more confusing, she didn`t even want saving. All she wanted was to mend things. Though she was horribly outraged at his lies and schemes, she had a feeling eventually she could have gotten over it. As long as he was sorry, as long as he wanted to better himself, she could forgive. As a matter of fact, she could teach him herself how to do things right. Yes, she said all those awful things, but people say a lot of things in the heat of the moment. She could have forgiven him.

But not anymore.

He tried to kill her. For all she knew he thought she was dead, that`s probably why he left her laying there. To think that her most trusted friend, no not friend, isn`t there a stronger word for a companion like that? Best friend? Brother? No, he was something more. She had literally known him since forever. She trusted him with everything. Heck, he even saw her lose her virginity for the first time. You don`t get close like that with just anyone.

Much to Katalyn`s dismay, she was smirking at that memory. Her mind was happy as it went through their little episodes, enjoying each one, wanting to relive each one. But then, she was forced to remember that it had all changed now. He changed it. How could he do that to her? How could he hurt her? Not only emotionally, but physically.

The door creaked open and Katalyn glanced towards it, expecting Soundwave to be standing there; dark intent written all over his face. She could imagine him barging into the room, his holoform sleeves stained with blood. Somehow, she would have missed all the screaming as he murdered her family just as his Decepticon cause intended to. He would then tell her that his 'noble' lord Megatron had finally conquered Earth. That while she moped around feeling sorry for herself, his faction had taken the lives of millions. He would then make her an offer; either she could be his little pet-slave, or he would finish what he had started. Obviously, she would denounce him for the traitorous bastard he was.

He`d warn her yet again, a slight hint of pleading in his voice.

She would somehow find the power to scream at him, let all her rage out.

He would walk up to her bed then, soft hands against her bruised skin. In another context it would feel as if he was a friend, his touch far too delicate to be that of anyone else`s. Those very hands would then clasp around her throat yet again, all warm and tingly from the circuits that make them work. He`d squeeze slightly and she`d give up, preferring to join humanity`s doomed faith rather then catering to his wishes.

"Your soup!" it was her mother at the door, piping bowl of soup in hand. "Caleb had already started it when your dad brought you in. He was so worried about you, kept asking what happened to your throat. Gosh, he loves you so much."

Katalyn resisted the urge to snort. Were they talking about the same Caleb?

Curiously she looked down at the bowl, wondering if Caleb had snuck some poison into it. Perhaps that would be a better end to a bitter existence.

Good lord, this was making her depressed. Not that she should be surprised, anyone would be a little depressed after going through all that. Deciding to shake her mind off of all those thoughts she took a spoonful of the soup. Surprisingly, it wasn`t poisoned. As a matter of fact, it was quite hot. Perhaps she should have waited before deciding to burn her tongue as well.

"I`ll be downstairs." Her mother began to say, "Just ring if you need anything, I`ll be right up."

She got up to leave now, coming to a stop at the doorway. "Your dad`s calling his sister, making arrangements. Look, this is always gonna be your home, and I don`t want you to think we don`t want you here. Because we love you so much, it`s just that… we wanna make sure this place is safe. And until we`re convinced it is, well, you know…" her mother broke into a sigh, closing the door as she left.

This was going to be difficult for her parents, but Katalyn just wanted to get away. She was scared of _him._ If she was far away, then he wouldn`t be able to get her. He would have nothing left here, maybe then he`d leave. Maybe then she`d come back.

Why did any of this have to happen?

(Meanwhile~)

Soundwave was shaking. Quite badly really, his entire jet form was practically shaking. If you came to close it would seem as if an earthquake was taking place.

Nothing made sense anymore. His actions, their consequences, the future. Nothing made sense. Was this insanity? Doing things that make no sense only to wonder why you did them in the first place?

Maybe.

But, he stopped, didn`t he? When he was choking her, he had stopped. That must be worth something.

Soundwave doubted it.

' _Soundwave, come in!"_ Starscream`s grating hiss was the last thing the 'con wanted to hear at the moment. So, he considered shutting off his com system altogether. But what good would that be? Back to isolation. Back to silence. Back to hell. ' _Megatron has perished. As Lord Starscream of the Decepticons, I order you to answer me!'_

' _What?'_ Soundwave practically sounded like a moody teenager as he replied.

' _Impossible to get a hold of you…'_ Starscream mumbled before clearing his throat. ' _I know for a fact you are one of the most loyal soldiers to the Decepticon cause.'_ Fact was an understatement. Soundwave was famous for his vicious loyalty. Loyalty that was now being tested. ' _So, I believe you will do well to honour our late Lord Megatrons wishes when he appointed me second-in-command? Well, of course you will. Now, scrap the attitude and obey me. The autobots are regrouping, slowly, but steadily. Until we know their next move, I intend to keep things quiet. Low profile, no transforming. That goes for all Decepticons as of now. Understood?'_

Soundwave turned off his com link. That so called famous loyalty. It was more to Megatron then it was to the Decepticon cause itself. Without his lord, there were no Decepticons anymore. Starscream may lead an army, but he doesn`t honour that which the cause stood for, and so as far as Soundwave was concerned: the Decepticons are dead.

Unfortunately, so was his relationship with Katalyn.

Soundwave internally sighed. How could he fix this? Could he even possibly fix it? It appeared human trust was extremely fragile, once broken, it appeared impossible to mend. Still, it`s not like he had a choice. It`s not like he could forget about her and move on. No, this… this damned insanity wouldn`t allow him to! He needed her, craved her, obsessed over her. It was sickening but true.

Unfortunately for his poor human, she was stuck with him until the end of days. And maybe even then some.

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I know Soundwave`s a jerk for what he did, but I can`t help but root for him. I just have weird taste in men, don`t I? Eh. (But in no way, does my personal taste effect the outcome of the 'love triangle' that we`re about to enter)

Reviews make me happy :D so please review?


	7. The Hunt Begins

I feel so cruel. I`m slowly turning the once cuddly and tragic Soundwave into a brutal and obsessed monster.

Oh well, I did say he was insane, didn`t I?

Personally, the two themes I love in literature are; sex and insanity. (They go greatly together too ;D) So I think the darker direction this is heading in is inevitable. But hey, love comes in many different colours. Soundwaves colour just happens to be… black? Maybe a really dark purple? Perhaps even maroon?

ANYWAYS! Onto the story. Enjoy~

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The first thing Katalyn did when she woke up was open a window and poke her head out. The wheat fields she was used to seeing were replaced with a bustling cityscape. There were cars and taxis flooding the narrow streets that surrounded her aunt`s building. Not was everything always crowded, but everything was also loud, and there was this distinct smell that lingered in the air. She didn`t necessarily hate it, the city did have it`s perks after all, but she did loathe it. Compared to the home she once knew, the city was a cruel joke. She never really understood what the big deal about cities were. It always seemed as if everyone longed to move out of their big, spacious homes, and into a tiny apartment complex.

Why in the world would anyone want that?

Another great mystery of the world, she presumed.

"Hey there Kitty Kat." Her eccentric aunt suddenly tore the door open, smiling a practiced smile. She had a phone pressed to her chest, and Katalyn presumed whoever was on the other side was currently on hold. "I gotta run, my meetings been changed to 8a.m. instead of 9a.m., can you get to school by yourself?"

Katalyn mumbled a: "Sure thing," before her aunt closed the door and left.

Her Aunt Tracy was always busy. Even when she didn`t have to be. Katalyn knew for a fact that the woman had over a hundred vacation days saved up, yet she never used them. Something about wanting her boss to think the workplace couldn`t function without her. Why anyone would want to skip a vacation day was beyond her. Another mystery she supposed.

Coyly the girl glanced at the clock in her 'room'. There were still two hours until her classes started, and the subway wasn`t due until an hour and a half. Lazily she headed to her suitcase, popping it open to see what grand outfit she`d be dawning today. It almost seemed as if school in the city was harder than school in the country. Everything was always so crowded, and everyone was always so busy. Everyone acted as if there was so much to do and never enough time.

On the bright side, keeping busy was probably a good thing. The more her mind focused on the hectic urban lifestyle, the less she had to think about _him_. It wasn`t entirely easy though, but then how could it be? How could a person dismiss something that`s always been there? A companion she shared her life with? In fact, his absence made her think even more about him. Every time she noticed the silence, the loneliness, her thoughts would instantly turn to him. She hated this, why did she have to miss him?

Oh right, because deep down, the little girl that first met him was still helplessly in love.

On the bright side, soon she`d have bigger things to worry about. University being on the top of that list. Next month her high school years would come to a close, and she`d be taking on the trials of post-secondary. Unsurprisingly, she wasn`t too excited.

(Meanwhile~)

When Soundwave knocked, he was surprised to see the little blonde fleshling open the door. Caleb looked a little sadder than usual as he looked up at the mech`s holoform.

"What do you want?" the boy sneered, his manners as lost as always. Soundwave momentarily considered ripping the scrapling to pieces. But then again, he was in enough trouble as it was, no need to worsen Katalyn`s already growing hatred for him.

" _I`ve come to see your sister."_ Soundwave replied smoothly, clasping his hands and trying to act somewhat mature.

"She`s gone." The boy mumbled, looking extremely bitter for a moment. "She`s… forget it. Go away." The boy was about to slam the door when Soundwave easily slipped his foot in between. The force of the door almost hurt. Almost.

" _Where did she go?"_ the mech allowed his voice to drop to a more menacing octave.

"What`s it to you?" Caleb continued to try to close the door, "I said go away!"

"Caleb?" a new, more feminine voice intercepted the conversation, and Soundwave took a step back as Mrs. Alder opened the door to its full length. She glanced at her son before making eye-contact with the mech. Said mech couldn`t help but notice how her eyes narrowed into angered slits. "Can I help you?" she spoke venomously, as if she knew what he had done. But that was impossible. Surely Katalyn wouldn`t tell, surely she would never put her parents in danger, surely…

" _Is Katalyn available?"_ the mech got right to the point, hoping the femme would be more cooperative than her younger counterpart.

"No, she is not." The woman replied, "You know, everything was alright until you showed up. Next thing I know my baby`s in danger. I don`t know what it is you want, but I don`t want to see you here again. Kids like you need to leave my girl alone, understand? She`s not interested in your bad crowd."

The Cybertronians patience was beginning to run out. Where was his companion? What were these people talking about? Where had she gone?

" _Where is she!?'_ Soundwave practically growled the words out, clearly startling the older woman as she took a step back.

"Get off my porch, now." She didn`t take kindly to his tone, "Or I will call the police…. Get inside Caleb." The woman attempted to close the door, but not before Soundwave rammed his entire force into it, practically tearing it off it`s hinges. Mrs. Alder stared wide-eyed as the door stumbled to the floor before glancing at the violently frustrated man in the doorway.

"Caleb go get your father!" Miss Alder practically ordered it as she moved out of the mechs way. Deciding not to pay them any heed, Soundwave bolted up the staircase, almost tearing Katalyn`s bedroom door as well.

What he saw shook him to his core.

The room was barren, her sheets and posters were still there, but everything else seemed to be gone. Her closet was open but empty, her desk a void of the knick knacks that usually resided there. Her phone which always laid attached to her charger was gone, and by the looks of it so was she. Soundwave began to panic. It was a demented and helpless panic. The equivalent of a mother who had lost a child, that sense of fear unlike anything you could know. Silently the mech felt his sanity deteriorate, the maturity he had managed to muster at the door was gone. Completely dissolved into something desperate and terrified.

"You have five seconds to get off my property!" Frederick was suddenly behind him, gun pointed at the back of the con`s head. Soundwave very carefully considered his next actions. In a blur he had grabbed the gun out of the mans hand, throwing it to the other side of the room. Instantly his hands shot to Fredericks throat as he pinned the man up on the wall. The man himself seemed startled at the mechs strength, but that shock turned to desperation as the man thrashed.

Briefly Soundwave recalled the life that he had spent with this man. There was a time where Frederick was his one companion, his one silent, secluded, and selfish companion. It was impossible for the `con to feel any ounce of remorse as he squeezed tightly. He would have done it too, he would have killed him without a struggle. Frederick was no one to him, just another weak, vulgar, licentious human life to be disposed of.

It was in those last few seconds that he saw a flash of Katalyn in Fredericks eyes. Soundwave could picture his companion; scared and betrayed under his grip. It hit him like a wave, the horror registering in his sensors in one massive, washing swoop. He shook as he dropped the man.

"You son of a bitch!" Frederick choked out a curse as he glared at the holoform, slowly attempting to regain his footing. "It was you, wasn`t it? You hurt my Katalyn?"

 _Your Katalyn?_

For a moment, the `con humoured that thought. Humans were social animals, they so deeply longed for connection. What if he tore all her connections apart? What if he killed her family, her friends, everyone and anyone who she ever knew? Then she would only have him as company. Then she would be forced to come to him.

Besides, he was beginning to suspect that winning her over willingly was becoming impossible. He had made the wrong decisions, acted too harshly on a creature so fragile. Perhaps the only way to ever be happy with her would be through violence. Something he was quite good at really.

This could have been far easier.

If Megatron had won that day, if his great lord had taken this pathetic planet for what it was. Then he would no longer have to conform and hide for his companion`s sake. No, instead he would be in the limelight while she slaved away for him.

Oh, how he wanted her close again. He could remember the relief he felt when he would fall into stasis with her chatting away in his cockpit. He could never speak back then, and so he simply took ease in her voice, listening to whatever she spoke of as she comforted him with her presence. She was different from all the other humans he had encountered. Unlike them, she never left him, never abandoned him, until….

He would get her back. No matter what it took.

Quietly he gazed again at Fredericks trembling form, the man was no doubt weakened as he struggled to put up a fight. It was pathetic. Humans were pathetic. But, he was without a doubt her family, and this once he`d spare him. Though his chance was slipping every second, he could still try winning his Katalyn over willingly. Who knows, maybe there`s still hope for him yet?

Soundwave quickly withdrew from the room, trudging down the stairs before noticing Mrs. Alder curled up in a corner, the telephone in one hand and her son wrapped in the other. She looked terrified and determined as she stared at the floor in front of her, quietly rocking her son back and forth.

The poor things were terrified of him, Soundwave thought before remembering why he initially came here.

" _Caleb…"_ the con was genuinely surprised at how soothing his tone was, sinister yet kind in a strange, threatening way. " _You love you family, correct?"_ These humans always seem to care so longingly for their own.

"Leave him alone!" the woman snapped, pulling her son in closer as she looked at the holoform hatefully. "The cops will be here any second, get out now."

The con said nothing as he slammed his foot straight into the womans face, sending her falling onto the floor with a grunt. Caleb practically screamed as Soundwave delivered another kick into her ribcage. He wouldn`t kill them, he wouldn`t do that to his darling companion. But this, this 'torture' was temporary, and second nature at that too.

"Stop! Stop it!" Caleb shrieked, eyes teary as he pounded his fists against Soundwave`s chest.

Just for good measure, the con delivered one final, deafening kick into her side, almost sighing at the sweetly sickening crunch noise it made. It sounded so familiar. So homey. So deliciously refreshing.

The woman`s eyes held a glazed look to them as she stared blankly at the floorboards before her. She was lying on her side now, breathing shallow as she didn`t dare move.

" _Where is my Katalyn? If you inform me of what I ask, I may consider sparing your creators."_ His voice continued to carry that bittersweet tone.

"She…" the boy was trembling, looking torn and terrified. Just as he should.

"Caleb!" Frederick was literally tumbling down the stairs, gun still in hand as he tried to reach his family. "Run, don`t tell him anything, get to the police, go-" The man cut off his own sentence as he lifted his gun, shooting two rounds into the holoforms stomach.

Soundwaves sensors barely registered pain, the feeling lasting only for a second before the mechanisms that made the holoform tore apart. It was quite a sight really, witnessing the holoform slowly disintegrate into nothingness. For a few minutes the family felt rejoiced and relieved. It felt as if they had survived some terrible horror movie, one that had thoroughly left its share of marks.

Of course, that comfort was short lived as the suffering family was thrown into more terror. The roof of their house was practically torn apart as missiles rained down on it, leaving the house a ruin of it`s former glory. Where the porch once stood, Soundwave rested his jet form, allowing the machinery within it to transform. It felt good, absorbing their fear as they looked up at him. He was a god compared to their squishy forms.

" _Caleb!"_ the once sinisterly sweet voice was now replaced with a deafening roar, one that shook the boy to his core. " _Answer me!"_ To emphasis his point, the `con lifted the boy, enjoying the way he squirmed and cried, enjoying the way his parents pleaded and screamed for their son. Slowly he lifted the boy up to his face, noticing the way the light of his red optics reflected off the fleshling. " _Or I end them."_ Smoothly he aimed one arm at the boy`s parents, allowing his missile launcher to whirr into action, simply a trigger away from firing. He wouldn`t do it in truth, as he said earlier, he didn`t want to kill them, not if there was a way around it. But, hopefully Caleb would buy his bluff.

Actually, Soundwave suspected that if Caleb didn`t give him the answers he wanted, he might just kill one of the parents.

"Aunt Tracy!" the boy was stammering to answer, his words gurgling as he couldn`t stop crying. "South something! California! Please… I…" The `con dropped the boy, not gently, but whatever.

Soundwave noted the location before wondering if Katalyn would have been pleased with this? The boy was always such a nuisance to his dear companion. Perhaps she would enjoy seeing him like this? Weak and cowering like the useless child he was.

It was then that the Cybertronian backed away, allowing his jet form to consume him before taking off into the sky. He faintly heard sirens in the distance before disappearing completely from sight.

(Le Time Lapse~)

Katalyn sat boredly in her history class, noting the way her teacher repeated the power-point slides word for word. He seemed so bored, so depressed, as if anywhere in the world would beat his current predicament. Personally, she could care less. She did like the involved and exciting teachers, but she also enjoyed the relaxed and plain teachers. They gave her a breather between classes, something she appreciated now more than ever.

Suddenly the door was thrown open, a wild-looking boy stood there with his books in disarray.

"Ah, Mister Witwicky, finally gracing us with your presence?" the teacher seemed to put more effort in his insults than he did in his teaching.

"Busy week sir." The boy replied awkwardly before stumbling towards his desk, earning a few chuckles and whispers from the other students.

"Care to share?" the teacher pried a little.

"Um, sick. Really sick. Like… extremely sick." The boy mustered up an answer, "Like… you wouldn`t wanna be 20 feet near me. You know, coughing, diarrhea, throwing up, rashes, um…"

"Alright Mr. Witwicky!" the teacher sighed in what seemed like disgust before rolling his eyes and carrying on the monotone lesson.

"Hey."

Kat turned her head slightly to see the girl sitting beside her was whispering to the Witwicky kid.

"Are _they_ okay?" the girl asked him.

"Lennox is doing something." Witwicky whispered back, "Some project, I don`t know yet. But, hey I….." the boy was suddenly staring at Katalyn, eyes large as he realized something. It was then that Katalyn realized it too. That boy, he was the same kid on the roof, the kid she had tackled down, the kid the aliens were after.

"What the hell?" the boy whispered harshly at her, "Are you still after me lady?!"

"What`s wrong Sam?" the other girl whispered again, sounding eager to catch on.

"Remember that crazy lady I was telling you about Mikayla? Well it`s her. She`s with the decepticons."

"Mister Witwicky, may I teach my lesson in peace?" The teacher cut in, clearly annoyed by their constant chatter.

The boy said nothing, looking down at his desk sheepishly as the teacher continued regardless.

Katalyn waited a good while before whispering; "You know the autobots, don`t you? Look I… I was on the wrong side. I didn`t know what I was doing. I met one. A `con, his name was… that doesn`t matter. He tricked me. But I… can we talk later, after class? I think you can help me?"

The boy exchanged glances with that Mikayla girl before mumbling a hesitant okay.

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Prime has yet to make his debut, but hey, you can clearly tell we`re getting there. Also, I`m really hoping my depiction of Soundwave isn`t making him 'unlovable', so to speak.

Anyways, please review! (Because they make me happy.) And have a great day~


	8. Battered Reunions

"Right, sure, of course, and I`m just supposed to believe all that?" Sam folded his arms a little too forcefully as he stood there by the lockers. Mikayla looked more confused than anything else as she stood by his side, leaning against the locker with one hand in her hair.

"I don`t have any proof." Katalyn mumbled, "But it`s all true. How else would I know about Cybertron?"

"Google?" he offered before glancing at Mikayla, "Crack sites must be posting all sorts of stuff to explain the fireworks in Mission City."

"But what I`m telling you isn`t some crack stuff." Katalyn was slowly losing her patience, "You and I both know it`s true. Look, I`ve really had an off week and I am not in an okay state. I just spilled my heart out, told you my entire life story, can you stop trying to complicate things and just believe me?"

"Alright, enough," Mikayla intervened, placing a gentle hand on her boyfriend`s chest, "Let`s say it`s all true, what exactly do you want us to do?"

"I…" this was the hard part. Katalyn knew exactly what she needed them to do. She knew exactly what had to happen next. But she simply couldn`t bring herself to do it. She wanted them to help her, to tell her how to deal with the Decepticon in her dad`s hanger. She was practically turning him in. She wanted the military to take over like they did during the fighting. She wanted them to take Soundwave away, to do whatever they did with his kind. With him gone her family would be safe, she would be safe, she could finally return home without a worry.

But she was there when the fighting broke out. She saw what the military did to those Decepticons. They killed them. How could she subject Soundwave to that? How could she subject him to death? Despite everything, she still loved him. He was family.

"We should call Lennox." Sam finally spoke up, his attention on his girlfriend. "Let him handle this stuff, I honestly don`t wanna get involved again."

"Lennox?" Katalyn repeated the name.

"Army guy, he called the shots during Mission city." Mikayla answered, "He can help you. Probably."

Army guy? He`d kill Soundwave.

But, she should let them. That was the right thing to do. To turn the Cybertronian to the law.

"Isn`t he going to… kill him?" Katalyn hesitated slightly.

"Yeah, most likely, I think." Sam awkwardly scratched his head, "I don`t really have his number… But `Bee can probably get in touch."

"No!" Katalyn couldn`t help herself, "Don`t. I take it all back. Don`t say a word to anyone."

"Hey, I get it, you guys were close. But he`s a crazy con, you know that right?" Mikayla looked slightly annoyed, "Isn`t this what you want?"

"It isn`t. Sorry for wasting your time. Don't tell anyone what I`ve told you." It was with those words that Katalyn turned away, rushing out of the hall and outside the school. Her eyes were on the transit bus stop as she thought about what she had just done. Life is made up of decisions, all of them equally important, all of them dictating what happens next. Katalyn knew that. What she didn`t know was if she made the correct decision.

She knew that any outsider who considered the situation would tell her to kick Soundwave to the curb. But she couldn`t. Those outsiders didn`t go through what she went through. They didn`t smile, laugh, and cry with him. He was there for every tantrum, every rant, every new celebrity crush. He was a part of her, a twisted, broken part, but a part nonetheless.

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Caleb had been crying for a good while, even after the police showed up. Now that he thought about it, he probably cried even more when they did show up. It was only now that he began to run out of tears. It`s funny really, how brave he used to think he was, how strong and clever. He felt like the center of the universe for a while, that heroic figure with everything and everyone resting on his shoulder.

It was him who had to see to his mother`s lonely hours, his father`s workaholic reputation, and his sister`s slutty insensitivity. He had to be that strong moral symbol, trying to sort out his family.

Who knew deep down he was just another weak brat?

He sure didn`t. Well not until now. Not until all those ideals of his were tested. He had often presumed that if his family ever came under fire, he would be the one to easily rescue all of them. He had watched so much television that he was sure he could easily beat anyone in a hand to hand fight. So much for that. So much for staying strong. His mom, she stayed strong. His dad, he stayed strong. But him? He was a sobbing mess as soon as things went south.

Everyone comforted him though, no one expecting anything out of such a young child. But he expected a lot. And he was thoroughly disappointed with himself.

"And the house?"

Caleb glanced up to see his mother talking to an officer, her shoulders draped with a blanket they had provided. She looked more tired than usual, her eyes were red and puffy, her face bruised. He knew the bruises didn`t stop there, knowing all to well they went under her shirt to stain her ribs.

That monster had kicked and tortured his mother.

And what did he do?

Watch.

Caleb shuddered at the memory, forcing his mind to clear as he looked at his mother again.

"Depends on your insurance Miss." The officer replied before placing his hands gently on the woman`s shoulders, "But please, we need to get you to a hospital."

The woman sighed in defeat, allowing the officer to help her into the ambulance.

"Look, that thing that attacked us." It was his father who was speaking now, and Caleb glanced over from where he was sitting to see two suited men talking to his dad. "It asked about my daughter, my baby girl. That is not okay. Now, if someone doesn`t tell me what`s going on…"

"Mr. Alder." One of the suited men raised his hand for silence, "We understand your concern. But the best thing to do now is for you and your son to come with us, your wife will follow shortly."

"And where exactly are you taking us?" Frederick placed both hands on his hips, trying to look more intimidating and taller.

"Into protective custody." The suited man replied, and Frederick immediately eased up a little.

"And my Katalyn?'

"We`ll send for her too. Now, if you`d please cooperate, _sir_?" the suited man glanced at a black car that was parked a little away from the torn remains of the house.

Frederick continued to glare at the man for a while, not letting up for a moment as he beckoned for Caleb. The boy got up from where he was sitting, tightening his hands around himself as he fell in line beside his father. The two then followed as the suited men loaded them into the car, but not before Caleb heard something. One of the men was on a phone, talking about his sister, mentioning someone called Lennox before ending the call on one final word.

Nest.

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Katalyn was in a strange, rather tormented mood when she heard a light knock on the door. Slowly the girl pulled herself out of her makeshift bed, closing the laptop she had brought from home before setting it aside. Her aunt usually brought dinner when she returned from work, so there was no need for the laptop anymore. Not until after eating that is.

Just as Katalyn was about to open the door a dark thought entered her mind. Her aunt had the keys. Why was she knocking? Well, maybe her hands were full? But, then how did she knock? The girl attempted to shake off the paranoia, but it stuck to her tightly, almost intensifying. It was intuition, bad vibes, a feeling of dread.

Finally, she addressed the fear that plagued her. Was it _him_?

Well, of course not. For starters, he had no idea where she was or who she was with. Secondly, the doorman wouldn`t just let anyone into the building, and she hadn`t been buzzed about any visitors. Furthermore, she hadn`t heard or seen any jets. The building she lived in was quite narrow and low compared to the other high-rises. There was absolutely no way a jet could fit on the roof. So, it couldn`t be him. It was as simple as that.

Another knock was heard and this time Katalyn moved forward to open it. She never did though, the feeling in her stomach doubled and she found herself hesitating yet again. This time she leaned forward, peeking through the eyehole just to be safe.

She couldn`t see anyone.

Finally, she gave in and gave up. This paranoia was going to be the end of her. No one was coming for her, especially not him. She was safe here. She was safe.

Katalyn was about to open the door when she heard a loud snap, as if metal was twisting and breaking. Taking an instinctive step back, the girl watched as the door creaked open on its own accord. She prayed her aunt would be standing there with hot, boxes of ramen in hand. Needless to say, it wasn`t her aunt. How he got into the building without anyone noticing, she would never know. But alas, Soundwave stood at the doorway, holoform hands in holoform pockets as he looked beyond distressed.

How dare he. How dare he walk into her safe haven acting like a wounded puppy? If anyone should be distressed, it should be her!

Katalyn considered screaming, but she couldn`t find the will too. Besides, what good would screaming do? The neighbors might rush in or call the cops, and she would have just exposed them to the bloodthirsty Decepticon. There was no way any of them could protect her from Soundwave.

She felt defeated. Terrified? A little. On the verge of tears? Probably. But mostly, just defeated. Broken. Helpless.

A damned damsel in distress.

" _I expected screaming._ " He mumbled awkwardly as he closed the broken door behind him.

"We all have expectations it seems." she didn`t hold back the strain and ache in her voice, wanting him to hear for himself exactly what he did to her. She felt slightly satisfied as the dismay registered on his face.

" _You left."_ He stated it rather matter-of-factly.

"I wonder why." she replied quietly, not yet angry but mostly sad.

" _You look well-"_

"What do you want?" Katalyn interjected quickly, not wanting to prolong this. She should hate him, yet she knew if he stayed only a moment longer she would break.

" _Fine then."_ He growled the words out, and quickly his holoform had marched up to her. Somehow Katalyn managed not to back away, she was probably too scared to move. Even with him standing only inches away, she remained still, quietly gazing into the dark, electric purple of his eyes. " _I`m sorry. For everything. I`m so fragging sorry. What I want is to fix everything. Put the pieces back together. I have been denied companionship for far too long, and I will not tolerate anymore isolation. I want you to return to me. To let me be in your life."_

His voice was starting to crack now, the once irritated tone was now breaking into a more desperate, emotional plea. " _If the city is what you long for, then so be it. I changed my ulterior form. A Mercedes, do you remember? You pointed one out in a magazine one day, you were leaning against my chair, homework everywhere but you didn`t bother doing it. No, you were too caught up looking at all those pretty cars, teasing me without knowing it. Now you have one, just like you wanted. Don`t you see? I can give you anything you want. I`ve studied Earth`s systems, their security coding is quite weak, their banking systems amusing at best. I can buy you the world, everything and anything. Just, stay with me? I can`t bare to be alone."_

He embraced her now, pulling her into a strong, powerful hug. She couldn`t break away even if she wanted to, not that she did. Instead, she remained quite collected as he rested his head on her shoulder, his lips inches away from her ear. She noticed the way his voice intensified, the way it became more urgent. " _I`m breaking. I hate it so much… I can`t help it. Everything`s so frantic so rushed, so destructive. I feel like I`m in pieces, please help me. Don`t you understand? I`m pleading. I`m begging. That`s what you`ve done to me. That`s what this world has done to me._ _I`m your slave Kat. My leader is dead, without him I have no allegiance to the Decepticons anymore. I`m yours now, to do with as you please. I`ll follow all your petty Earth rules, do anything you ask. Just never leave me."_

What answer could she give?

Yes? No? Maybe? Not likely. This wasn`t an easy decision, but she already knew what she was going to say. No matter how much her mind argued against it, her heart was already sealed away to him. She couldn`t deny him. Not that she wanted too. No, all she wanted was to fix their relationship, and here he was begging for it. He would change everything just to please her. She could accept that, she could help him, show him the right way.

He wanted redemption.

"I missed you `Wave." she said softly, a smile playing on her face as she eased her fingers into his hair. He practically sighed into her shoulder as she ran her hand through the dark locks, taking comfort in the touch.

" _Missed, does not cover what I felt for you."_ He replied shakily, but compared to his earlier tone he was far more relaxed. _"Dear Primus, I was terrified. I`m a warrior, I`ve seen my share of horrors, but never have I been shaken. Not until now. Not until you. If this hadn`t worked, if I hadn`t gotten you back, I don`t know what I would have done Kat. I`ve honestly gone insane. Please help me."_

"Relax, it`s okay. Your okay." Katalyn felt as if she was talking to Caleb when he was younger. Comforting him after a nightmare, trying to remind him that everything was okay. That the world he once knew was still here waiting for him. "It`s been a trying week for us both."

Katalyn wasn`t sure why she did what she did next, but it was an undeniable need. He just looked so helpless, so desperate for her acceptance.

In a matter of seconds, she had her lips against his. All thoughts of kissing an alien, or Cybertronian-human compatibility fled her mind. She just wanted to feel close to him, just wanted to express how much she missed him. What probably surprised her the most was the way he kissed back. She didn`t even think he knew what a kiss was, but considering the way he was dominating her mouth argued that point. His lips were all over hers, claiming her in the sweetest ways. There was something else though, something possessive and powerful behind the kiss, but she didn`t mind. At that moment, she just wanted to relax, to be his in any way he deemed fit.

" _I love you."_ He whispered the words before parting from her lips.

"Yeah, same, same." She replied teasingly, noticing how he tightened his grip on her before letting her go. The holoform took in a deep breath before also backing up slightly, placing a hand on the couch behind him for support. It was then that he smiled a warm, familiar smile, one that Katalyn couldn`t help but return.

"A Mercedes huh?" she asked, now taking comfort in the casual conversations they could once again have.

" _Would you like to test it out?"_ he asked smoothly.

"Maybe later, my aunt`s gonna be here any second for dinner." Katalyn noted before adding, "You have to stay though. I`ll tell her you're an old middle-school friend that moved to the city sometime ago. She`s cool, she won`t mind."

He just smiled at that.

"How`d you find me anyways?" she asked mostly out of curiosity, wrapping an arm around herself as she leaned back against the wall, still inches away from his reclining form.

" _Caleb told me."_

"Oh? You just went up and asked him?" She raised an eyebrow at that, remembering how much Caleb disapproved of 'Wave.

" _No, it wasn`t that easy."_ He looked a little excited now as he stood up completely. " _Ah, you should have seen it Kat. I finally taught that sparkling a much needed lesson."_

"What do you mean?" the girls expression immediately changed, that earlier feeling of dread returned to haunt her. "What did you do 'Wave…?"

" _Scared the spark out of him."_ The con practically chuckled

"You didn`t… hurt him, did you?" she asked carefully, watching his reaction carefully now.

" _No, the boy is fine."_ He responded with equal carefulness, and Katalyn noticed that. Noticed the way he hesitated, the way his position shifted nervously.

"`Wave…?" she warned before raising her tone. "What did you do?"

He didn`t answer, instead his eyes were frozen to the ground as his smile disappeared. He looked conflicted but he didn`t speak a word.

"If I call my family right now, will they tell me everything`s okay?" Katalyn asked slowly, taking a few steps back.

" _I`m sorry."_ He practically whined the words out, " _I told you, I was desperate. I needed you. It was terrifying, I didn`t want to hurt anyone, but-"_

"You hurt them?!" Katalyn was yelling, her anger now visible as she marched up to him. "What did you do to them? Answer me!"

He didn`t respond.

"Get out." Katalyn ordered, her finger pointing at the door as she glared at him. She couldn`t believe this. After all they had just spoken about, she was back on square one. Hurting her was one thing, lying a complete other. But the fact that he would dare touch her family, the fact that he would hurt them, completely alienated him. "Now."

" _Katalyn, I`m sor-"_

"Get. Out."

" _Why are you doing this?"_ he was on his feet now, danger flashing in his purple eyes. " _Are you deaf? Didn't you understand a thing I said? I`m terrified of you leaving. I`m not going to let it happen again. I will not leave."_

"Fine. Then I will." Katalyn was about to walk out the door when he grabbed her wrist, holding her in place tightly.

" _You will not leave."_

"What about doing as I say? I thought you were done lying."

He didn`t say a word, and despite Katalyns attempts, he wouldn`t release her.

"God `Wave. Why are you doing this?" the girl couldn`t help but struggle harder, her sadness turning into pure rage. "Why would you hurt them? I thought you were sorry. I thought you understood your wrongs. I thought you wanted to fix yourself. I`m an idiot for falling for your lies. You`re insane. You really are insane!"

" _Then you`re chained to an insane monster."_ He growled the words out venomously _, "For the rest of your pitiful existence."_

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I had more planned for this chapter, but it just got too long, so I`ll let it stop here. Ooh and did you notice the kiss there? Do you know what that means? It means where one step closer to sexy times ;3

Anyways, **PLEAAAASSSSSEEEEE Review** :3 I honestly can`t beg enough, but they make me so happy, and they`re so encouraging. I love to hear what you guys like and what you guys think. Who your rooting for and what not. So please, grace me with your reviews~


	9. Going too Far

I actually took the time to edit this.

I`m quite proud of myself.

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Katalyn felt bitter resentment for the monster in front of her. It was all so confusing, all so quick-paced. One minute she fears him, the next she misses him, then she loves him, only to come back to hating him. He was complicated, difficult and unreasonable. He messed with her head in ways only a loved one could. The relationship she had with him wasn`t the same as anything else, there wasn`t a word for it. He wasn`t a friend. You didn`t yearn for a friend like this, you didn`t hate a friend like this. He wasn`t like family either, he was so much more than family. While she saw bits of her parents throughout the day, the majority of her time would be spent with him. She grew up with him.

Her mind settled on more romantic terms, significant other, lover, soulmate. It was more along those lines, their relationship that is. Well, the broken. battered remains of it at least. Only someone like that could play with her heart so much, tear it out and rip it to shreds, make her feel so much hate, so much betrayal. Still, somewhere deep beneath her pain and angst was hope. Hope for herself to wake up any minute now, find herself fast asleep in his seats. She`d wake up, look around, confused and concerned. She`d say a few words, ask him what was going on.

And for once he wouldn`t answer. For once her jet would be just that, a jet. No aliens, no traitors, no murderous intentions. Mundane life at its finest, that was all she wanted.

" _The things you do to me."_ He sighed, his cold, monotone voice sounded tired as he pulled her trembling form onto the couch, forcing her to sit beside him. His fingers were in her hair in an instant, toying with a strand as gently as he could. His expression was soft, his hands gentle, but his eyes betrayed his tender demeanor. His eyes were on fire, all of his malicious intent and insanity storming behind the irises.

" _Let`s go somewhere_." He spoke quietly, his cool breath making her ears heat up. " _You spoke of London quite a lot, New York too. But New York is far too close. How about Canada? You like Canada._ " He had one hand around her wrist, reminding her off how helpless she would be against him. There was no use in struggling, but with each brush of his finger the girl remembered her rage, remembered her sadness. He hurt her family, how could she still feel any sympathy for him? How?! It angered her. She wondered what he`d have to do for her to finally, purely hate him. She wondered if she would still miss him if he had killed them.

The thought disgusted her.

"Go to hell," was her bitter response, her anger reaching new heights as she tugged her arm away. He didn`t let it go, but then again Katalyn didn`t expect him too.

" _I`ve been there,_ " Soundwave replied with equal bitterness.

"Well, you should have stayed there." She sneered the words, turning her face away just as he reached to touch it. Her resistance meant little at this point and he firmly grabbed her chin, tugging her face closer so that they were eye to eye. That was when he did something she didn`t expect. He kissed her, strong and powerful against her trembling lips. It was true that she had kissed him herself moments ago, but she didn`t expect this, she didn`t expect him to initiate such a thing. She never thought that the Cybertronian had any interest in… these sorts of things. What else could he be interested in?

A dark thought crossed her mind as she tried to move away, as she noticed that he wouldn`t let her. What else would he make her do? What else would he force her into? Katalyn felt utterly helpless as she struggled against him, her body worked hard to rebel but her mind was elsewhere. Her senses were tingling at the primal nature of the kiss, the way his lips felt cool against her own, the way the mechanics inside him hummed against her fingertips. She thought about how messy it was, the way his lips worked against hers. He was experimenting, trying to figure out just how to carry out a once romantic gesture.

She didn`t know what was running through his head, but she could see just how thoughtful his expression was. His eyes were open, half-lidded as he stared her down. He wasn`t into the kiss at all, instead, his mind was elsewhere and Katalyn knew that look. He was online, searching the internet, most likely trying to figure out how to properly do this. Not that he needed to do any research, his technique- despite being sloppy- was quite pleasurable.

Finally, he gave into her struggling, letting go as she quickly pulled away. Her cheeks were flushed and her eyes were a bit hazy, she looked a bit out of breath as she tried her best to maintain her sanity. Almost like a mantra, she began repeating the same thought in her head. She kept thinking of her family, her baby brother, her parents. She didn`t know what he had done to them, but her mind was unforgiving in the possibilities it presented.

" _Unlike you Kat, I am forgiving, I am understanding."_ His tone was dark yet gentle at the same time, making him terrifying and alluring in the most strangest of ways. " _What happens next, is up to you. We can forget about all this fighting, go back to the beginning if you so desire. Three words and it all comes to an end."_

Katalyn didn`t understand what he meant exactly but she did understand one thing. Three words were all he wanted to hear. Three words she would never dare speak again. And so, she chose silence, her lips pursing as she continued to glare. She could never purely hate him, but she`d hate him enough, just enough to make him think she did.

" _So be it."_ He stood up abruptly, dragging her along " _Do you have any province preference? I was thinking Nunavut, all cold and isolated, more that suitable for a happy couple such as ourselves."_

The girl's response was more struggling and cursing. She couldn`t believe this was happening. That it was really, truly happening. He was going to take her away. A million thoughts rushed through Katalyn`s head, would she see her family again? Would she even ever see another person again? She pictured terrible things, small isolated prisons, her freedom entirely gone as she became his plaything, as she became his slave.

Soundwave too couldn`t believe that this was happening. That he was finally going to win, that he would finally be at peace. His tattered mind had a hard enough time stressing about the possibility of her leaving him, but now he wouldn`t have to worry. Now she wouldn`t have a choice. Now he could be at peace.

He noticed how her struggling doubled, how she screamed louder, fought harder, the closer he got to the door, the more desperate she became. Still, he felt no sympathy, this could have been much different if she had only allowed it to be. Perhaps this method would be easier though, at the very least he would have an easier time. It would take some effort to tame her, he knew just how stubborn his Katalyn could become. Maybe now would be as good as a time as ever to teach her who was in control.

He acknowledged the way she raked her nails against his arms, clawing and scratching, tugging and pulling, trying to get away. Perhaps he should break one. That would make a good lesson. A broken arm would also make her easier to handle. Now that he thought about it, a broken leg would be even better. She wouldn`t be able to run away again, to abandon him like she had. Yes, a broken leg was the way to go. They had reached the elevators when Soundwave pressed, as he liked to call it, the summoning button.

The lobby was a dull place, the paint on the walls was peeling, the artificial plants brittle and depressing. The con knew he could do better himself, that he could make their new, shared home a wonderful, welcoming place. She deserved better anyways, this little building was an insult.

He turned his gaze to his companion, once again returning to his earlier, more violent thoughts. He wondered if his holoform was strong enough to break her, to toss her down and slam his foot over her leg again and again. At least until he heard that familiar crunch of twisting metal. In this case, it would be bones twisting… breaking actually. He reminded himself of the fact that human bones don`t twist, they break. He wondered if he should break her now or later, maybe in the elevator, actually no, the elevator was far too confined for such an act.

The more he thought about it, the more he resented the idea. What if he broke something important, what if his boots tore through her flesh, what if she bled out. He sighed quietly. deciding he was being too rash, too emotional, that such a violent outburst- despite how satisfying it would be- was not the way to go.

Yeah. Far too violent.

He`ll just break the arm instead.

The elevator door suddenly opened, and the Decepticon found himself quite surprised when around eleven men, all dressed in a light camouflage green stormed out. The first thing he noticed were their guns, the way they had them all pointed at him, the way they were so ready to fire. What really confused him though was how in the world you fit eleven grown men and their guns into one elevator. One of the great mysteries of the world, he presumed.

Before anyone could utter a word, they started firing. Now that surprised him, he expected them to say something, to make some crumby demand before he would refuse and attack. Instead, they got straight to the point, giving him no reaction time as he lifted his arms for cover and backed away from the bullet pressure. They were about to destroy his holoform. His attention was on his attackers and he found little too late that his companion was no longer by his side. He tried to locate her, tried to act, but his optics were beginning to blur, fading in and out as his audio receptors picked up bang after bang.

Finally, his optics opened, this time though he found himself back in his ulterior mode, slick silver Mercedes, just like Katalyn wanted. For a moment, the Decepticon was still, processing what had happened before his gears began to twist. Angry. He was angry. With savage quickness he transformed, not caring who or what saw him, not caring what attention he attracted. His eyes were glued to the building in front of him, his intentions clear. He`d tear it down, he`d kill all those puny insects.

All but one of course.

Unfortunately, his plan never came into action, before the con could inch forward he was stuck with a boulder. On further exception, he realized said boulder was actually none other than an Autobot. He recognized the sleek finish of his adversary and quickly reacted by kicking him off, a feat that took more effort than he expected. Bumblebee, the Autobot in question only glared in response, cannons glowing as he aimed and fired. This time things would be different. Soundwave knew that. He was pissed off, his human was tucked away in that building, and so, he had nothing to lose.

The streets of the city were quite narrow, buildings on either side, people screaming and running. It was quite like mission city, except far darker, the nighttime had that effect. Unfortunately, the crowded area made it difficult to dodge, but Soundwave managed, slowly growing accustomed to the movements. This wasn`t what he was used too. He preferred staying out of direct combat. Back on Cybertron, he would guide drone attacks, rarely participating. That didn`t make him weak though, far from it really. But if the occasion called for it, who was he to deny the scout a one-way ticket to Primus.

The con quickly leapt forward, transforming mid-air and speeding towards `Bee. His ulterior mode gave him a speed advantage the Autobot wasn`t prepared for and so Soundwave intended to use it best he could. His body transformed again, cogs and gears twisting and turning as he launched himself at his adversary. The Decepticons right arm quickly flicked open, his own blasters replacing it. He felt strangely calm, strangely relaxed as he shoved the weapon into Bumblebees shoulder, being sure to be rough enough to dent some metal before firing a shot. Then another just for his own satisfaction.

The Autobot did the equivalent of whimpering, a mix of pain and determination as he slammed his fist into Soundwaves faceplates. Oh, if only it was that easy. Soundwave retaliated by backhanding `Bee with his blaster, watching the way `bots head snapped to the side. Now to finish him off. The con raised his blaster again, this time allowing his back plates to loosen as thick, metallic tentacles slid down his torso, turning to the scout before wrapping around his throat like a vice. Another one kept his arms at bay, forcing his cannons to the ground as Soundwave dug his own blaster into Bee`s chest, the spot where his spark was.

"Hey asshole!"

Soundwave was broken from his trance, his optics narrowing as he turned to glare at a tiny human a few meters behind him. He wore the same green as those men from the building, carrying the same gun. Did the insect really think he could damage him with that little gun? Apparently, he did considering he fired away, spilling all sorts of curses as he tried to put a dent in the Decepticon. A holoform was one thing, but his actual bipedal mode? A human gun? Ridiculous.

Soundwave didn`t even respond, turning his attention back to Bee as a tentacle slid towards the human. He didn`t look but he could feel the humans flesh tearing, he could hear the screaming right before it ceased. The insect`s death seemed to anger the scout, and Soundwave was a little surprised when Bee thrashed, freeing one hand and grazing the cons arm with a cannon shot.

The Decepticon decided right then and there that he was going to make sure the scout suffered.

Katalyn looked around frantically, both confused and relieved as the soldier beside her pulled her along. At first, it was Soundwave dragging her around, and now some stranger. Still, she presumed she should be grateful, and she would have been if she only knew what was going on.

"Where are you taking me?" she asked that question for what felt like the seventh time, and for the seventh time the man didn`t respond. Her confusion was worsened by the noises she was hearing, the sound of metal grating against metal, loud, explosive gunfire, and the occasional screaming. Her mind was once again racing, adrenaline pumping as she wondered what was going to happen.

"Where`s big Red?" another soldier began following them, his gun in hand as he kept glancing behind himself, as if expecting an attacker.

"No idea Lee, held up in traffic or something." The one pulling Katalyn along responded harshly, his tone impatient as they exited the building. "Bees handling it… for now. Look we need to get her back to base."

"Base?" Katalyn cut in now, "Please do elaborate?"

The man ignored her completely, dragging her across a parking lot.

"Why won`t you answer me?" she was yelling now, frustrated and confused, not the best combination. "Who are you people? Where`s `Wave? You aren`t going to kill him, are you? You can`t kill him!"

Katalyn felt disgusted, even now she was protecting that monster.

"Look, we need you to shut up." The other man, Lee, spoke with some semblance of politeness. "All your questions will be answered later, right now we just need you to do as we say. Can you do that?"

Once again Katalyn found herself having very little choice in the matter. She didn`t even get a chance to answer as they shoved her into a black SUV. One of the men got into the back with her while the other joined the driver at the front. Katalyn was about to say more, to annoy them with further questions when her eyes finally caught the action occurring across the parking lot. The very street she found herself crossing every day to get to her aunt's house was now a war ground. Broken, trampled cars lay scattered, while two dueling giants continued to wreck the surrounding buildings.

The few moments of the fight she witnessed was enough for her to tell who was winning. Soundwave was quicker, far more vicious while the opposing Cybertronian struggled to keep up. She silently wondered if she was relieved or worried. Did she want Wave to win? Even after all he had done? Her, poor, suffering monster. She felt responsible, his tortured little soul wanted nothing more than her devotion. A part of her still wanted to give him just that, but how could she.

He had gone too far.

Katalyn continued to stare out the window as the car turned onto the main road, traffic taking over her once decent view. The driver was eager, the car moved smoothly yet quickly. She purposely noticed every passing vehicle, trying to calm her frantic heartbeat. Most of the cars were a shade of gray, occasionally she would notice a white or black one. The one that caught her attention the most was a truck that passed by quickly, heading the direction they had just come from. She recognized it, the sharp blues, the bold reds. What had that Decepticon called him?

Ah, that`s right, he was called Prime.

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Please review. Like, please. Pretty please?


	10. Two Tired Souls Walk into a Bar

I promised you Optimus and by God will I deliver~

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As of late, tired was a word that the Autobot leader often found himself using when describing himself. Physically lacking. Mentally exhausted. Emotionally drained. To be completely honest, it had been like this for a while now, even before coming to Earth, even before Mission City. When was the last time he had a replenishing recharge? By now he wouldn`t be surprised if Ratchet forced him into an induced stasis. Primus knew he needed one, quite badly really. But who was he to complain? No, leaders don`t get that liberty, that luxury. Leaders need to power through, pretending to be strong, pretending to be brave.

The leader rolled into the main hanger, his weary optics scanning around to see Lennox and Epps standing by a table. The members of the board present, all of their aged, smug faces surrounding the table. Prime quietly exhaled, reminding himself that they were probably just as tired as him. Though he doubted it, he knew they deserved his respect. As did all other members of humanity, no matter how cold they were. The next thing he noticed was Ratchet in his bipedal form, arms crossed as he glared down at the table. At least he wouldn`t have to face the board alone.

The Prime came to a slow stop now, his engine growing quieter as the shifting of metal filled the room. Mechanisms and gears moved and transitioned into new places, slowly building him up to a more familiar form. His first steps were slow but steady, reflecting just how weary he was feeling. Perhaps he was working himself too hard. Skipping out on stasis in favor of useless patrols could do that to a bot. Ratchet would often ask him why he bothered, asking why he couldn`t take a break, simply relax, simply rest. The Prime never had any good answers, most of the time replying with easy escapes such as "I need time to think". Or his more favorite one, "I find the drives to be relaxing."

That was as dishonest as he could get, for the drives were anything but relaxing. What could he say? Working too hard was just in his nature.

"Hey, big guy." Epps walked up to him, his voice low as he addressed the Prime specifically. "How`d it go? You look like crap."

After a quick google search, Prime quietly agreed with that last statement. "Ratchet." The leader`s eyes were still on Epps while he addressed the medical officer, "Bumblebee has been taken to the med bay. You should see him."

"I told him a billion times not to get ahead of himself." The medical officer mumbled to himself as he walked past the Prime, heading out to the main hall. "But does he listen? Oh no. Acting like a complete sparkling, when I get my hands on him…" The room remained silent until Ratchets voice disappeared down the hall. Usually, the Prime would find his friends complaining to be quite amusing, but not today, not right now.

"Ladies and gentlemen of the board." Lennox`s voice now cut in, straining to sound vaguely professional as he gestured at the leader. "Optimus Prime."

The Prime was about to say something when a woman cut in, considering her tone and expression, he figured she must have been the director. The more she talked, the more certain he was.

"You were sent as a response to a Decepticon disturbance just now, correct?" the woman asked him carefully, pushing short white hair behind her shoulder before adjusting her glasses. She wore a firm frown, looking less than pleased to see him.

"Yes." Was the leaders simple, formal response.

"Did you… eliminate the perpetrator in question?" she stared at him boldly, as if daring him to answer.

"He escaped-

"So, you let him get away." the woman cut in immediately, her eyebrow raising as she made the conclusion.

"My comrade was injured, my priorities-

"Are to humanity." The woman interrupted again and the Prime exhaled another deep breath. For a moment, he humored the thought of a different Autobot dealing with this human. He couldn`t imagine Ironhide or even Ratchet for that matter having as much restraint as he was showing at this moment. The simple thought made him feel a little relaxed, he was the leader, he had to act like one. "Forgive me _Optimus Prime_ but that event shows me that you are either inefficient at your duties, or simply uncommitted."

"No disrespect Ma`am." Lennox decided to intervene and speak on the Primes behalf, "But I can stand by Primes efficiency and commitment."

Epps carried on from where Lennox left off, his bulging arms coming to cross over his chest as he glared at the board. "These guys risked their life for us. Just look at Mission City. They didn`t have to do that. They didn`t have to die for us. But they did. They deserve our respect."

"Why is this man here?" the woman gestured at Epps, looking to Lennox for an answer. It was at that point that Optimus decided to take control of the situation.

"What is it that your leaders want?" the Autobot directed his gaze on the woman and she immediately gave him her attention.

"Progress, efficiency, and most importantly," the woman made a brief pause before continuing, "Security. NEST was established only because you promised results, and that's what we expect. The moment you or any of your Autobots step out of line is the moment this whole base is wiped clean. Do we have an understanding?"

Of course, they did. He was the refugee, she wasn`t.

"Affirmative." The woman was about to make a conclusive smile when the Prime continued, his baritone of a voice dropping to a more serious octave. "But I want you to understand that I will not put results before the lives of my Autobots. Do _we_ have an understanding?"

The woman only glared, not responding immediately. Luckily, she never got the chance, a balding man beside her decided to take the conversation to another topic right then.

"Let`s discuss what we originally came here for." The man looked at Lennox, managing a half-hearted smile before turning his attention to the Prime. Unlike the woman, he hesitated under the Cybertronians bright blue optics, clearly a little intimidated. "NEST is relatively new. We`ve never established the terms of civilian interaction."

"Well, this is the first time another civilian has been put in the equation." Lennox shrugged a bit, "Sam was the first, but he doesn`t want any part in this."

"Civilian interaction?" the Prime repeated the words, "I don`t understand."

"A family took on a Decepticon without knowing." Lennox answered the questions, "We connected some dots. It was some old, broken jet in the guy's hanger. Jets been around before you got here. We figured the `con Bee just took on was the same guy. There`s a girl, she might know something about them."

"Question is," the man on the table spoke again, still smiling that awkward smile, "Who should talk to her? NEST agents aren`t as versed in Cybertronian terms as your Autobots here. No human is. They could talk to her of course, but they might miss out something important, something they wouldn`t even know is important."

"Do you think the girl knows something of value?" the Prime asked.

"Yeah, we do." Lennox nodded.

"The field commander here wants your kind to debrief her." The director spoke again now, her narrow eyes on Lennox.

"Preferably you Prime." Lennox nodded, taking complete responsibility for his opinion.

"Yeah," Epps stated his agreement, "Hide or Ratch could lose their cool. Your probably our best bet."

"Wouldn`t another… human be more suitable?" the Prime would be lying if he didn`t find the idea of interrogating some civilian unsettling. That wasn`t his job, what if he said something un-human? He was in no way their best bet.

"Exactly what I think." The director concluded, smiling smugly. "See? Even _their_ leader agrees."

Optimus mentally noted how much he disliked agreeing with the director of the board.

"The men have a point though Ma`am." The balding man beside her spoke again, "The Prime knows more about his own kind, he`d have a much easier time making sense of the girls… um… stories. Anyways, we should have a vote?"

The woman sighed, rolling her eyes before nodding her head. "All in favor of Cybertronian and civilian interaction… in this specific situation?" Five hands went up. "All against?" Four hands, including her own, went up. "So be it." She concluded in a clearly irritated voice, "you have our permission, but don`t feel the need to if you don't want to."

The woman stood up now, gathering her things as the other members of the board followed suit. The sound of shuffling paper, hushed whispers, and the clicking of heels consumed the room until the group made their way out of the hanger.

"What a bitch," Epps stated the moment she was gone.

Optimus googled that word, deciding best not to comment.

"She`s in the debriefing room." Lennox chucked his thumb behind his back, gesturing towards the hall. The Prime was well aware of where the debriefing room was, more aware of its sheer, human size. "We don`t wanna scare her, you can be a bit… um, intimidating. Best to go in with the holoform."

"Is this a good idea…?" the leaders voice sounded as unsure as he felt.

"You got this big man." Epps gave him a friendly punch against the ankle.

"Her names Katalyn Alder." Lennox explained as the Prime regrettably projected his holoform, feeling out of place by the Majors side. Even now the holoform towered above the others, giving him some sense of familiarity to his bipedal form. "Just act normal, polite, professional. Like yourself."

The Prime nodded as Lennox led him down the hall. The passage was huge enough to fit Autobots, but now as a holoform it felt far larger than the Prime could imagine. Though he had used his holoform on occasion, he wasn`t as used to it as others of his faction were. That was probably because he would avoid situations in which he would have to use it. Unlike a certain Autobot who will not be named -Sideswipe, Prime was quite good at avoiding human law enforcement.

"Do I tell her who I am?" the leader asked as his hand rested on the door handle.

"Well…" Lennox thought about it for a moment. "Technically, you`re allowed too." He settled for a shrug before opening the door and giving the leader a light shove towards it. Regrettably Prime found himself entering the rather dark debriefing room, the door closing behind him immediately.

The light in the room was dull, all of it being produced from a single, low-hanging lamp. There was a metal table in the center of a room, a couple of chairs around it. There was a long mirror against one wall, but other than that the room was quite empty. At the center of the table sat a plate of- what did they call them? Donuts? For the most part the, the plate was untouched. On further inspection, he noticed the crumbs that led up to the one missing piece. Sitting on one of the seats, with a weary expression was a girl, her fingers toying with a half-eaten piece of the human pastry.

The first thing that struck the Prime wasn`t her messy brown hair, or her bedraggled clothing. Instead, the first thing he noticed were her eyes, they weren`t any particularly special color, but they held something to them, something familiar. Slowly he moved forward, managing a firm "hello" before taking his seat across from her. She looked at him carefully, and it was then that he noticed why she looked so familiar. Her eyes reflected just how tired she was, tiredness that the Prime himself felt.

X

Katalyn was feeling quite exhausted as she took in the sight before her, his appearance distracting her mind for a couple of moments. He was tall, built like a soldier from his broad shoulders to his clearly toned chest and arms. He was dressed in simple blue jeans, with a white shirt peeking out from behind his fitting, dark-blue jacket, a jacket that was decked out with an intricate red flame design. His posture and aura simply demanded respect, everything about him screaming confidence. Even though his expression seemed nervous and unsettled, he still looked as if he was completely in control of the situation. The next thing she noticed was his dark hair, taking note of how it was a bit ruffled and unkempt. His features were all sharp and strong, probably supporting his confident aura.

The most noticeable part of him though had to be his eyes, and by God, Katalyn knew she had seen them somewhere before. They didn`t look human, their color an array of brilliant, blues. Lightning blue, that`s what they were. Their intensity making them almost glow with an exciting, electric-like flare. They were simply beautiful. He was simply beautiful. No, there was something else, a better word.

 _He was hot._

Yeah, that was the conclusion Katalyn settled on.

"Are you gonna answer my questions?" she asked, her voice a bit of a mumble now. She had already spent most of her vocal energy screaming at agents, demanding answers they denied to give.

"I…" he paused, blue eyes locking with hers as he took a moment to think, "I was told you would answer my questions."

Katalyn only scoffed.

"You may ask yours first, Miss." He decided, his expression- despite being stoic, was quite polite.

"Is Soun- that Decepticon, is he okay? Alive?" she asked carefully, her eyes now on the table, not willing to meet his more intense gaze.

"He is." The man replied with equal carefulness, still polite though, "I understand you've been through something traumatic. Hopefully, you can tell me where to find him?"

"He`s just… confused." Katalyn muttered, "So am I."

"Do you know where he is Miss?" he managed a reassuring smile, as if really trying to comfort her.

"No." she shook her head.

"Do you know what he was after?" he persisted.

"How`s my family?" Katalyn decided to take that moment to ask one of her own questions, "I heard he did something to them… are they okay?"

"I believe so." He nodded seriously, "Now, I`m sorry to push but… what did he want?"

"Me." She sighed the word, her mind and body feeling defeated as she decided to spill everything to this stranger. "He was my friend, ever since I was a little girl. Daddy kept him in the hanger, tried to fix him, never could. I sneaked in there often, I`d sit around with him, talk to him like a person, play my stupid-ass kid games with him. I never knew…" she broke into a sob, terrified at the fact that she was about to cry in front of someone. But how could she help it? For a while now she had been on an emotional edge, and finally, everything was crashing down, all the fear, all the pain, all the regret. "I was stupid. I thought he was the good guy, you know? I helped him, I fixed him. He was cool at first, we were friends, we were so much more than that…"

Her voice cracked again, another sob taking up the silence before she found the will to continue. "Dammit, I`m so stupid. I`m still so stupid. I can`t even hate him, after everything he did I can`t hate him… There was something wrong with him, other than the whole Decepticon thing, there was something else. He was a liar, he was manipulative, he was obsessive, sadistic, clingy… a complete monster yet I still care about him… He took me to Mission City, I figured it out there. I figured out who the good guys were. I confronted him later, it went badly… my best friend, my everything hurt me for the first time. Do you know what that`s like?" the girl sighed, and the man suddenly moved his hand closer, placing it over her trembling ones.

Katalyn looked at him, her eyes teary and sad as she realized just how pitiful she probably looked at that moment. Taking another deep breath, she tried to continue. "I was scared, he was threatening me, I just wanted to escape. I was selfish, I was just worried about myself. I didn`t think for a second that he would hurt my family, that thought never crossed my mind. I`m a selfish idiot… I went to hide out in the city, he didn`t know, he wasn`t supposed too. Next thing I know he shows up in the city, telling me how he hurt my family, tortured my location out of them… And it was all my fault." She placed a hand over her mouth, muffling another cry, "I figured it was over then, you know? Life. Completely over for me. I was gonna become his puppet or something, I didn`t expect to get out of that. Some agents showed up then, and here I am…"

The man just blinked at her, clearly taken aback by her emotional confessions. The room was silent for a few minutes, Katalyn struggled to regain her composure as the man patiently waited. Finally, he spoke.

"You have been through more than I ever wanted a human to go through." The man's baritone was lowered to a more soothing level. "Forgive me."

"You didn`t do anything, it`s not your fault." She mumbled.

"Believe me, it is." He removed his hand from hers, coming to clasp both his hands in front of him. He looked down at the table now, looking almost guilty. "The Decepticons are my responsibility, and I have failed you. I promise we will keep you safe here."

The girl chuckled a dry, sarcastic chuckle. "I used to think I could be safe from him. It`s not that easy, he`ll kill any person who gets in his way. I know he will."

"Fortunately for us, I am not a person."

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Look at me finally updating frequently. I`m actually reading this other Optimus Prime x OC fic at the moment so I find it inspiring me to continue my own story. Anyways, please review. We all know I can`t plead and beg enough, but I love to receive feedback. I`d love to hear exactly what you guys think about this fic, criticism and praise alike.

Have a good day~ :3


	11. Bonding and Filler

(I will edit this chapter some day…)

I saw _Transformers: The Last Knight_ yesterday and HOOOOOOOLLLLLY SHIT! I don`t care what the critics say, I really enjoyed the movie (probably because I have very low standards). The moment Prime came on the scene I knew I`d be updating this story as soon as I got home. And that`s exactly what I did…

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Katalyn laid in her makeshift bed, tossing and turning in her usual uncomfortable fashion. Now don`t misunderstand, the bed was quite comfortable, plush brown sheets and a warm comforter. But it wasn`t _her_ bed. This wasn`t _her_ home, and now more than ever Katalyn just wanted to go home. She had a lot of time to think about her life, the things she did and the things she didn`t do. She wasn`t dead, yet hilariously she didn`t feel quite alive. This strange sense of purposelessness mixed with guilt and fear could be quite fatal when feeling as emotional as she did right then.

Katalyn sighed, she had been doing that a lot lately. Perhaps a little explanation is in order? For starters, she was assigned a room in the soldier`s quarter. Luckily, she didn`t have to share it with anyone, thought to be honest a roommate would have been healthy for her. Instead she got the little room all to herself. She wasn`t allowed to leave NEST grounds, apparently it was the only safe place for her to be while `Wave hunted for her. And what had she been doing since she woke up at 2p.m.? Absolutely nothing. It was 5p.m. now, and she didn`t intend to get up. Hunger, entertainment and the occasional bathroom needs could all go to hell. She wasn`t getting up for anything.

Last night was a strange one. She had spoken to the handsome stranger for a while after their initial discussion. He told her things, things she would have never believed if her life wasn`t insane as it was. Apparently, he wasn`t kidding when he said he wasn`t a person. Nope, not a person at all. Instead he was the goddamn leader of the goddamn autobots. Talk about feeling underdressed. Honestly, she didn't feel certified enough to be in his presence. Couldn`t only generals and presidents talk to him? Apparently not. What a crazy world.

What was it they called him? Optimus Prime. Yeah, that sounds right. She`d have to make an effort not to forget it.

Other than that, thoughts of her family were still plaguing her. She hadn`t gotten to see them yet but the Prime assured her they were okay. Still, she wanted to see them. She wanted to tell them everything, tell them the truth for once.

It was a sharp knock that pulled Katalyn out of her thoughts, forcing her to sit up in bed just in time to see her door open. An unfamiliar man walked in, smiling awkwardly as he took a few steps through her doorway. Once again, her clouded mind was struck with the mans handsome features. He looked a bit older than the other soldiers, his featured more rugged and hardened. Still, he looked welcoming, like the type of guy that you could count on to crack a joke now and then.

"Hey there. I`m Lennox, I call the shots around here."

Katalyn said nothing.

"Didn`t see you at the mess hall. Aren`t you hungry?" he asked, his tone bordering between uncertainty and concern.

"No thanks, not hungry." Katalyn mumbled, feeling like an angsty, rebellious teenager as she dropped her head on the pillow, turning away from him.

"Look, Katalyn? Can I call you Katalyn?"

She mumbled a sure.

"I get you`ve been through something terrible, but you can`t just hover around like your half-dead. You aren`t dead, and I`m sorry to break it to you but there are people who`ve been through worse shit. I need you to man up, everyone here, every single one of them knows they can die any second, yet they`re out there living every moment. You`re sleeping in a soldier`s bed, try to act like one."

Katalyn was quiet for a good second before sitting up again and turning to face him. The man made a very bad move, putting himself in her way when she felt nothing but anger and resent. This was perfect really, she needed an outlet for her frustration and he was just begging to be that outlet.

"But I`m not a soldier." She half-yelled, "I`m a kid dammit, I`m starting college, I haven`t even grown up yet. I don`t pay my own rent, I don`t drive my own car, and I don`t fight my own battles. Look… I just wanna go home."

The man cracked a smile, something Katalyn didn`t expect at all.

"I think that's one thing you and the bots have in common." He sighed, "Everybody wants to go home. Here I am just trying to keep mine in one piece. Now come on, its taco night."

Katalyn only looked at him for a moment. The soldier didn`t back away, his gaze was almost warm and welcoming despite his bare tone. She wasn`t sure why but she stood up now, allowing the comforter to fall away as she walked over to him in nothing but the pajamas she borrowed. He only smiled as she mumbled something angsty before stumbling out the door and into the hallways. Lennox led her down the hall to the now half-empty mess hall, it was a bit late and not many people remained.

Probably for the best.

Katalyn noticed that there weren`t any transformers around either, though the ceiling towered above them, the mess halls entrances were very human-sized. Silently she allowed the soldier to lead her to a table already packed with a few men before leaving to get her a tray. Needless to say, she felt quite out of place wearing bright green pajamas while being completely surrounded by thoroughly dressed soldiers.

"Epps, nice to meet ya." The first man to offer her his hand was intimidating to say the least. He was tall like Lennox, his chest broad and muscular as he grinned a toothy grin. Katalyn managed to take his hand, shaking it timidly before the other men introduced themselves. It didn`t take long for Lennox to return and for the questioning to begin.

"So, where you from?"

"How was school?"

"What do you wanna do in college?"

"How`d you get mixed up with the cons?"

"That must have been awful, why didn`t you call the cops?"

"What do you mean you cared about him? He`s a con."

"Good thing Bee came to save you, too bad the con got away _alive_."

X

Soundwave was still getting used to the strange sensation of awaking from stasis to find himself completely alone in some deserted parking lot. Ever since his human disappeared, he had been freaking out after every stasis. You`d think by now he`d be somewhat used to it. Unfortunately, not. It frustrated him no ends, how close he was to having her forever, if only he was a given a few minutes, maybe even a single minute. If only he had gotten her out of the building, once they were in his alternative form it would have been to late for her to get away. Just one minute. Sixty seconds, sixty seconds to perfect happiness.

But those damned fleshlings…

He`d kill them, every single fragging one. Well, except for her of course. But she`d have to be punished for this. He can`t have her thinking she can simply escape and he`d turn a blind eye. No, no, no, he was done playing it nice. She needed to learn that he wasn`t her lovelorn slave, that instead it was her who was the slave, that it was her who was his bitch.

' _Blackout here.'_ Soundwave took a moment to recognize Blackouts voice echoing in his head. Com-links first thing after stasis could be quite a headache in honesty. _'I sent Barricade your optic files, he`s verified them as NEST.'_

' _Elaborate.'_ Was all Soundwave managed to say, his voice almost giving away his tiredness. Almost.

' _Barricade says they`re a new retaliation program.'_ Blackout sounded semi-uncertain himself, _'They`re quite recent… no one knows too much. The Autobots are affiliated with them, that`s for sure. Are you targeting them?'_

' _They took something of mine.'_

' _You should come in, we can help each other. With Lord Megatron gone… the Decepticons need a leader.'_

' _You have a leader._ ' Soundwave said fairly mockingly.

' _You and I both know Starscream is many things, and a leader is not one of them. With him in charge the Decepticons will be no more, we need you `Wave. No one believes in our cause as much as you.'_

' _Haven`t you noticed Blackout? I`m not the same Decepticon I was.'_

' _If you are targeting NEST… don`t do it alone. Prime is with them, all those scrapping Autobots are with them. You`re strong `Wave, but no one is that strong. We`re friends you and I, you`ve been alone with those fleshbags for far too long. You need to come in.'_

' _Soundwave signing out.'_ And with that the con released a heavy exhale, his mind immediately relaxing at the sensation of quietness.

Blackout did have a point though, there was no way he could take on all the Autobots, not alone that is. Hopefully he won`t have to. He wasn`t out to slaughter their faction, he simply wanted to take back that which belonged to him. And to do that, he himself was more than capable enough.

X

Katalyn was finally alone. Finally, finally alone, and oh god how terrible it felt. She so badly wanted to be with someone right now, so badly wanted to talk to someone. But there honestly wasn't anyone to turn to. Those military men, they simply didn`t understand. All of them absolutely hated the Decepticons, and though the girl understood why, she couldn`t bring herself to agree with them.

At least they were nice. They seemed to care, offering her sympathy and food, yeah that was nice. Her mind took a moment to think about that, trying to see the positives, trying to simply rest on those few thoughts. It didn`t work though, in only seconds everything became hectic, her thoughts buzzing through her mind as the fear and anguish returned to haunt her. She thought of Soundwave again, she thought of his expressionless eyes as he dragged her out of the apartment, as he dragged her through the hall, as he dragged her away from freedom.

Throughout the whole ordeal she remembered staring at those eyes, waiting and hoping to see a tiny glimpse of the friend she once knew. Instead all she saw was the monster he became, and still, despite everything she wanted him back.

"Hello Katalyn."

The girl was a bit startled but she didn`t show it as she glanced behind her shoulder. How in gods name had she not noticed the 32-foot giant sneak up on her? At the moment, she was sitting outside of NEST headquarters, in the fenced in areas that surrounded the secluded building. What exactly she was sitting on she was unsure of, it was large, black and metallic, resembled a dumpster to be quite honest. Regardless it was here, and Katalyn didn`t care enough to question it. It was comfortable and that was good enough.

"Hey… Prime?" Was she supposed to call him that? Or would he prefer Optimus? Perhaps it would be more formal to call him Optimus Prime entirely? Cautiously she gave him a once over, noting the similarity of his bipedal form to his holoform. Both of them shared a broad chest, firm shoulders, and powerful-looking arms. In a strange way, he was still quite attractive. Wasn`t that weird? A robot being attractive? Well to be fair, she often found herself staring at Soundwave too, appreciating his sleek curves and ominous build.

"Should you not be indoors?" he didn`t sound entirely concerned, but there was something comforting in his deep voice that Katalyn noticed. And what a voice it was. It simply sounded like the type of voice that belonged to a hero, that belonged to someone you could trust.

"I needed to get away, um you know, think about things." She mumbled in response.

"I often use that excuse too." He replied in his usual baritone, looking down at her with his bright blue optics. "In my experience, one does not seek isolation to think, they seek isolation because they`re afraid of the alternative."

"Well sir, I assure you I just wanna think." Katalyn replied, her tone still a little hesitant considering she was addressing the Autobot leader. He was far more intimidating in his bipedal form, and even though she had seen him like this before, she had never talked to him like this.

The Prime was quiet for only a moment before asking, "What is it you are thinking about?"

"My friend the Decepticon." She answered bluntly, waiting for the Prime to show some discomfort, to hear him degrade her for considering a Decepticon a friend. Instead he remained quiet the same, his voice, his posture, nothing changed, as if her relationship with `Wave wasn`t a big deal.

"What do you think about?" she decided to mirror his question.

"Many things, usually tomorrow." He replied softly, "What I`ll do, where I`ll go, if I`ll even make it to the next day."

"I think you`ll be safe today." She managed a half-hearted smile, her eyes once again looking at the concrete below her. "I haven`t thought about tomorrow for a while, to busy thinking about the past."

"I once did that, to much resentment can consume a person. I find it is best to accept the past for what it was, and try to make better decisions in the future. Cybertron was destroyed by errors made in the past, I won`t let Earth share a similar future."

"Quite noble, ain`t ya?"

The Prime didn`t reply to that, instead he took a step back before the turning and twisting of metal filled the air. In seconds he stood poised in his truck form, his door wide open.

" _I am supposed to be patrolling, would you like to join me Katalyn?"_

"Really, me?" the girl was pleasantly surprised at the offer. "Isn`t it dangerous though?"

" _I think you`ll be safe today."_ He mirrored her words, his door continuing to stay welcomingly open. This is exactly what the girl needed, and she knew that herself. Without a moment to waste she dropped to the ground and walked over him. After a moments hesitation she was tucked away in the passenger seat, dressed in nothing but bright green pajamas.

This was different from sitting in Soundwaves cockpit, firstly it was a lot more spacious and she wasn`t flooded with dashboards and control sticks. Prime was most certainly not a jet, and the girl enjoyed the leg room, even finding the audacity to mess with his windows. Luckily, he didn`t say anything and a cool breeze found its was through the trucks cabin. The scenery outside was quite nice. Old, bronze-coloured buildings lined the skyline, and the narrow roads were quite clean with the rare car passing by.

"What are you patrolling for? Decepticons?" she asked after a moment, her eyes nervously going back and forth between the passing buildings out the window and the autobot insignia on his steering wheel. She remembered a time where she thought that symbol stood for all things evil, that it represented the tyrants that came to enslave her world. Oh, how wrong she was.

" _If Ratchet were to ask, then yes, Decepticons."_ He answered in a fairly calm voice.

"What is it really then?"

" _I suppose nothing, I prefer to keep busy."_

"Can I ask you why? What happened to you Prime?"

He didn`t say anything and for a minute Katalyn allowed the quite to remain before quietly adding, "you can trust me. If there`s one thing I`m good at, it`s keeping secrets."

" _A lot of things happened, I try not to let those memories control me. I too know what it is like to be betrayed by the one you trust."_

"Who betrayed you?"

" _My brother."_

Another awkward silence followed as Katalyn tried to think of something to say. Should she offer him sympathy, condolences? Or perhaps she should ask more questions, perhaps he just needed someone to talk to? She decided on neither, her eyes once again resting on the buildings that blurred by outside the window. A good few minutes passed before the girl thought of something to say.

"Do you hate your brother Prime?"

" _Not yet,"_ was his subtle response.

Another silence passed, one that he broke a minute after, _"I have never brought anyone on my patrols before, it was an appreciated change. We should do this again."_

"Really?" Katalyn scoffed a bit, "With my crappy conversation skills I`m surprised you haven`t thrown me out already."

" _On the contrary, a little hesitation is nice from a human. It can become … frustrating to deal with humans who think they know absolutely everything."_

"You speak from experience, eh?" she asked, now a little more comfortable in the autobots presence. Without even realizing it she was leaning back into the leather seat, her nails toying with the few loose stitches.

" _Humans need to feel in control, especially when they`re scared._ " He did the Cybertronian equivalent of sighing as he spoke.

"I think it`s the same for Cybertronians too." Katalyn mumbled softly, her thoughts once again finding Soundwave. "Everyone wants to be in control..."

" _I suppose."_

"Before coming to Earth… back on your planet, what was he like? Soundwave, what was he like?" she asked the question carefully, wondering if she was crossing some invisible barrier.

" _From what I recall he_ was _one of the first Decepticons, fiercely loyal to Megatron_." The Prime answered with no hint of resentment or anger, completely calm once again. _"Very quiet, I don`t believe I`ve ever head him speak… he caused quite a bit of pain in his day. He was Megatrons communication officer, torturing Autobots on the side."_

"We would talk a lot." Katalyn managed to say, once again wondering if this was a bad subject to discuss with the Autobot leader, clearly he had some bad history with `Wave. "He`s broken, and honestly I feel responsible. Do you think… it`s stupid I know, but… do you think I can fix him? Do you think it`s possible for a con to switch sides? With Megatron dead now and all… I mean he has no one to be loyal to?"

" _I used to believe we could convert the Decepticons, that we could show them their errors."_ His voice held a certain hint of sadness to it now, _"It only led to a war, and I`ve been fighting that war for centuries now."_

"Must be tiring."

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Okay this chapter was clearly rushed and feels very filler-ish, but I just needed to let Kat get comfortable with NEST before letting her build relationships with the Autobots. My goal is to give her some alone time with Prime and the bots before introducing Wave again, much like I allowed her to have alone time with Wave (For like nine chapters) before introducing the bots. So now I just need to figure out what the hell she`s going to do to bond with them. LUCKILY I HAVE IDEAS! (Okay, I only have like one idea… but I`m sure I`ll figure something out.)

The next chapter is coming out tomorrow because I`d hate to leave this story on such a filler chapter, and I assure you it`ll be way better. Alright, please, please, PLEASE review, I`m going to go write the next chapter now….


	12. Rule One: Never Trust Sideswipe

(I have yet to edit this.)

So just gonna reply to some reviews. Yes, I am without a doubt certain that Katalyn herself is not mentally okay. **Maybe** it`s Stockholm syndrome, but have you ever known someone your entire life? Loved them so much? Only to have them hurt you not once, not twice, but far too many times? It`s very, very hard to hate them. No matter how much you know you should, a little part of you still sees them as that person you once loved, a little part of you just wants them back.

Anyways, I think that`s Kats mentality, and every stupid move she makes is because she believes in that mentality. But don`t worry, I`m sure she`ll get over it and become wiser and less attached. I just think those things take time though considering a couple of weeks ago Wave was still her best friend.

But anyways, thank you so much for such thought-provoking reviews, they`re exactly what I write for :3 (So please feel free to send more.)

ONTO THE NEXT CHAPTER!

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Ratchet was in a rather good mood today. That was as strange as things got in the NEST base considering Ratchet was _never_ in a good mood. Grumpy? Yes, he was always grumpy. Irritable? If you searched the word up, you`d find Ratchets picture beside it. Short-tempered? Why Ratchets short fuse would even give Megatron a run for his money. But today, not a single curse had slipped his mouth, not a single wrench had been thrown unto an unsuspecting victim. Needless to say, all the Autobots were a bit put off by the medics unusual attitude.

Never the less, Ratchet had a perfectly good reason to be in such a content mood. After what felt like solar cycles, Optimus returned from his patrol early only to go into a much needed stasis charge. Honestly the bot couldn`t remember the last time his leader took the initiative to rest. Usually the medic would nag and nag to no avail. When he asked his leader about the change of heart, the Prime just shrugged, claiming he was finally feeling tired.

With one less problem to plague the medics mind, Ratchet was able to focus more so on his work. Even now he was working on a voice box for Bumblebee, using the remains of a recently deceased Decepticon. Though it was unlikely to work, the medic could care less. He just wanted to try, to keep busy, besides in a way his tinkering was quite relaxing. And now with his 'Prime' problem being taken care of, the medic could tinker without a worry.

With that in mind, he took a few steps back in the spacious hanger, his servo moving from his worktable to the stash of tools beside it. It took a little digging to find the correct wrench before returning to the torn voice box on his table. His optics hovered over the wires spilling out of it, wondering how to take care of them before he found his servo rummaging through his tool stash again.

"Excuse me?"

Ratchet stopped in his work immediately, glancing behind himself. He didn`t see anyone. Was he hearing things? Perhaps he himself needed some rest. Deciding not to get too paranoid, the bot returned to his work, humming to himself as he began to severe the unnecessary wires.

"Excuse me?!"

This time it was louder, and the medic was certain it couldn`t be his imagination. Carefully he tugged his wrench closer to his chest in a defensive manner. His optics examined the room carefully, the hanger was quite huge but it was quite open too. There really wasn`t anything for someone to hide behind, the only furniture being his giant work table, tool stash, and the three berths against the wall.

"Who`s there?" he asked in his raspy voice, his servo clenching around the wrench.

"Um, down here sir."

The Autobot took an instinctive step back, his back colliding with his work bench as he looked down to find a tiny little fleshling standing a meter from his foot. She didn`t look as professional or tidy as the other occasional soldiers that inhabited the headquarters. In fact, she looked very out of place in bright green outerwear. He didn`t recall seeing her before, but immediately decided he didn`t like her.

"Who let you in here?" he demanded, his irritation returning instinctively.

"Oh, um, no one really…" she replied with a casual shrug before managing a smile, "I`m looking for Prime… I mean Optimus, er, Optimus Prime."

"Don`t tell me the boards back…" the Autobot did the equivalent of groaning.

"No, I just wanted to talk." The girl sounded even more timid now, "You`re one of the Autobots? I`m Katalyn, it`s um, it`s nice to meet you." She stupidly extended her hand out for him to shake it before taking account of the size difference and pulling her hand away. Ratchet only looked at her carefully, already trying to think of ways to get rid of her.

"Optimus is recharging." He grumbled the words.

She looked away for a moment, probably thinking- and Ratchet secretly hoped she was thinking about leaving. Unfortunately, that wasn`t the case. "What`re you working on?"

The Autobot watched with slight irritation as the female had the audacity to approach his work table, her brown eyes peering up at the scattered parts of the Decepticon voice box.

"No, no, don`t get near it, you might damage it." The medic said before she gave him a curious look.

"Damage it? From down here?"

She had a point.

"This is classified stuff, I doubt you even have the clearance to be in here!"

"Is it a T-cog?' she asked regardless, and the medic found his need to correct her more dominating than his irritation.

"A T-cog? Does it look like a T-cog?" his tone exaggerated each word, "It`s a voice box for Primus`s sake. All Cybertronians use it to talk through."

"How does it work?"

"Well… if you must know." He lowered his servo to her, not even making eye contact as she hesitantly got on, allowing him to lift her to the table. The voice box was bigger than her head and she doubted she could pick it up even if she wanted to. A certain curiosity for such strange alien anatomy was what forced the girl to move closer, her hand nervously reaching out to touch it.

"Stop!" Ratchet said as he pulled the voice box away from her, "Don`t go around touching everything you see, you might break it!"

"Sorry?" she offered, slowly growing accustomed to the constant annoyance in the medic`s tone.

"Why are you trying to fix it?" she asked.

"Our Scout needs one." The Autobot answered before rolling his optics, "If not for his sake, then he needs a new one for mine. Can`t bare another second listening to the human jargon he spits out."

"Hey Doc!"

It was a new voice that forced both Kat and Ratchet to turn their attention to the approaching Autobot. While Ratchet wondered how in the world someone snuck up on him again, Katalyn was to busy admiring the new Cybertronian specimen. He wasn`t nearly as tall as Optimus, instead he was a lean-built Autobot, with sleek silver metal and tires for feet. What really caught Kats attention were the narrow blades that made up his arms. He looked like a deathtrap on roller-skates.

"Who`s this?" He shot her a pretty dazzling smile for a robot, doing a mini salute in her direction. "Nice to see someone new liven up the place. Either it's a boring camo uniform or a serious lookin` suit. Talk about lame." He stopped a few feet away from her, still smiling as he looked down at her tiny form on the worktable. "Sideswipe at you service, coolest Autobot around. Guess that`s not sayin` much when you only have ole doc here for comparison." Ratchet preceded to facepalm at that note, mumbling something along the lines of 'Primus give me strength'.

"What are those?" Kat asked, still admiring the blade-like weapons at his sides.

"Oh, this old thing? Nice eye you got there babe." He did a little twirl, slicing the blades through air in a quite stylish way. "Cybertanium Blades. Cool, eh? Totally cool. Just wait till you see my sub-machine guns-"

"Enough!' Ratchet cut in, "What`re you doing in here?"

"Mudflap was picking fights with `Hide." Sideswipe chucked his servo behind his shoulder, gesturing at the doorway, "He`s in the main hanger."

"Is he still alive?" the medic asked quite ominously, his entire attention now on the leaner Autobot.

"Unfortunately, yeah." Sideswipe said as Ratchet sighed yet again, "Bright side though, he may lose an arm."

"Well that`ll be an improvement." The bright green autobot rolled his optics before reaching into his tool stash, the impact almost knocking Kat off her feet. Almost. The girl managed to stay still as the medic gathered his necessary tools and backed away.

"Sideswipe, watch the human." Was the last thing Ratchet said as he disappeared out the room.

Managing an awkward smile, Katalyn looked up at the sleek, silver Autobot.

"So, what brings a pretty lil` lady like you here?" he was doing that thing again, smiling far too brilliantly for a robot.

"I guess they don`t advertise these things." Katalyn mumbled sheepishly, looking away for a second, "I`m here for protection, a con is after me."

"Can`t blame him, you`re a pretty little thing."

"Uh, thanks?'

The Autobot paused for a moment, his servos coming to scratch at the thin metal of his faceplate. "So, I`m supposed to be keepin` an eye on you..."

"I can keep myself out of trouble." The girl said rather firmly, now a bit more relaxed in the new Autobots presence.

"Docs orders though." Sideswipe suddenly grinned, "Don`t worry though, let`s have some fun!"

X

"This was a terrible idea!" Katalyn half yelled as she was seated in Sideswipes alternative form, a rather charming corvette stingray which was no doubt accustomed to such high-speed pursuits. The girl, however, was not accustomed to it and she wanted nothing more than to throw herself out of the car. Unfortunately, that would probably kill her and so she held on for dear life as Sideswipe violently turned right, barely dodging a giant metal wall that made up the halls of the NEST base.

" _Is he still behind us?_ " she heard Sideswipes voice come in through the radio, noting how it was a strange mix of panic and excitement.

Kat quickly glanced up at the rear-view mirror, tilting it just enough to see a sharp, blue Chevrolet Volt speeding behind them. Perhaps it was her imagination but she could almost swear it seemed to be cackling with electricity, little sparks flying all about it as pursued them with determination.

"Definitely still behind us." Kat declared just as Sideswipe made another violent turn. "You said this would be harmless fun! Now we have a freaking death machine after us."

" _You worry too much_." Sideswipe assured her before accelerating his speed, forcing Kat to clutch the sides of her seat for dear life. Her eyes remained on the rear-view mirror, watching with relief as the blue volt grew smaller and smaller as they sped up. Even if they somehow survived this, she was going to be sure to never trust a word Sideswipe says again.

'Don`t worry, Jolt can take a prank, he loves `em.' She remembered Sideswipe saying, followed by him encouraging her to go on. She remembered so foolishly sneaking around the training room, she remembered peering up at Jolt`s towering frame. Mostly though, she remembered ignoring him completely and quietly replacing his energon cube with a water-filled knockoff, something Sideswipe had supplied her with. Then it was just her quickly sneaking back to Sideswipes awaiting alternative mode, well she attempted to sneak back but eventually gave up in favour for running quickly and hoping no one heard.

The Corvette Stingray could barely hold his excitement, already chuckling as Kat peered from out his window, watching Jolt whip away at some training dummies. Finally, he came to a pause, so casually turning to the cube below him before reaching down, bringing it to his face and then…

Well, let`s just say the bright blue Autobot was anything but pleased.

"I think we lost him." Katalyn managed to say with some semblance of relief, she had been watching the mirror for a few minutes now and hadn`t seen any sign of the blue volt.

" _Of course, we did!_ " Sideswipe said, still sounding far too pleased with it all. He drove a little further, turning one last corner through the halls before driving up into the main hanger. This hanger, unlike the others, was the hugest one in the building, and most of the Autobots would spend their time there. As a matter of fact, Katalyn recognized a few familiar faces, but unfortunately, she couldn`t put names to them. She even made an attempt to hide, lowering herself in her chair when they passed by a familiar dark gray, cat-like Autobot.

"Keep going." She whispered to Sideswipe, "Don`t stop here."

She heard him chuckle faintly before speeding up again, whirring past the few Autobots that gave him looks or rolled their eyes dismissingly. Apparently Sideswipe already had a bit of a reputation amongst his colleagues. Regardless, Kat continued to hide until they rolled out of the hanger, now outside in the fenced area around the NEST building. The Corvettes door popped open, and the girl took it as her cue to get out.

As soon as her feet touched the ground, Sideswipe began transforming, gears and metal misplacing themselves until they formed the tall, sleek figure that was the Autobot before her. The first thing he did was grin at her before holding up the energon cube she had stolen.

"High-grade energon, Jolt always gets the good stuff." He said with a fair bit of amusement before pulling the cube to his lips. "Damn, that's good."

"We did all this so you could get your hands on better quality energon?" Kat deadpanned, now realizing that she wasn`t ever going to go along on another one of Sideswipes little adventures.

"Worth it." He smirked again, "High-grade is on a whole different level babe."

"Yeah, I`m leaving." Kat turned to her exit, beginning to walk away when she made out the small form of something approaching them from the main hanger. Considering how fast it was going, it didn`t take her long to recognize the sleek blue volt speeding towards them. Instantly she turned around to see the look of realization on Sideswipes face. He didn`t say a word, dropping the high-grade on the concrete ground and transforming at the speed of light before backing up and whirling his corvette form around, facing the fence with intent to break through. Katalyn quickly glanced back at Jolts approaching form, watching as he transformed with equal quickness, a whip being thrown from his servo and latching onto Sideswipes tire, holding him in place as he accelerated to no avail. For a moment, the two bots had a silent power struggle, Sideswipe continued to increase his speed, whirling each and every way to escape Jolts grasp. All the while the blue autobot held steady, his arms trembled a bit but his determination preceded Sideswipes.

Finally, the corvette gave up, opting to transform as Jolt finally pulled his whips back into their holsters.

"Look, Jolt, buddy ole pal, I can explain." Sideswipe began to talk but was cut short as Jolt moved forward with incredible quickness, slamming his bright blue fists into the leaner gray bot`s faceplate.

"Do you know how long it took me to get that?!" Jolt barked the words, wrapping his servos around Sideswipes metal neck and shaking violently. "How much convincing and work I had to do?!"

"Its just a prank bro." the gray autobot offered.

"Sideswipe. I am going to kill you." Jolt declared, and considering the way he was sparking, Katalyn didn`t doubt the threat.

"Wait, wait!" Sideswipe seemed to be thinking hard. "It was her idea." He looked straight at Katalyn, and the human watched with horror as Jolt glanced at her, finally noticing her.

"Did you just sell me out?!" Kat shot back, pointing an accusing finger at the gray Autobot. "Err, I mean... I`m just the victim, don`t mind me."

"Hiding behind a human?" Jolt glared at Sideswipe, and Katalyn breathed a sigh of relief. "Why you little-"

"OPTIMUS!"

Even Jolt seemed pretty startled when the gray Autobot screamed at the top of his lungs. A moment passed before Jolt realized what was going to happen and quickly he dropped Sideswipe on his aft, turning around all innocently as if he hadn`t done anything. The two Autobots waited in silence for only a few seconds before Katalyn decided to say something: "Prime's recharging."

Sideswipe looked absolutely horrified while Jolt grinned like a madman. Katalyn decided that was her cue to leave, and after smiling apologetically at her gray friend, she whirled around and began walking back into the hanger.

"What`s that ruckus outside?" Ratchet asked as she entered the main hanger, her eyes on the hallway across the hanger.

"Let`s just say that Sideswipe may need some medical attention." She couldn`t help but giggle a bit. She wasn`t truly worried about the Autobot, she doubted Jolt would actually hurt him badly. It seemed brotherly really, the aggressive, in-your-face relationship the two had. At least, she hoped it was. Caleb and her would be like that a lot, always fighting, arguing, trying to mess with each other. Sometimes it would be more hurtful, sometimes more ruthless. But at the end of the day, he was her brother, she was his sister, and they loved each other. From the little time she had spent with the Autobots, she sensed their relationships with each other were similar.

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Just thought I`d give Kat a relationship with the other Autobots, but I`ll be sure to focus on Prime more next chapter. Give `em a little nudge towards romance too.

Alright, please review, I`d love to hear your thoughts as always, reviews make my day :3

I mean feel free to favourite and follow while you`re at it, but mostly just review xD


	13. Chauffeur

I edited this, but knowing me I probably missed a typo here or there T-T

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"Please no." this was the fourth time Katalyn said those very words, her eyes pleading as she stared up at Lennox`s unamused expression. It had been a week since her rough arrival to NEST and now here she was in his office. The fact that she made it past a few days was startling to her, she honestly expected Soundwave to be hiding behind every pillar, simply waiting to take her away. Slowly, she was beginning to relax, slowly stopping her odd habit of checking every corner, staring into every shadow. She was beginning to feel safe, in a strange way, she was beginning to feel a sense of belonging. She understood how this unit worked now, she understood the family-like bond that held the Autobots and the NEST agents.

"You`ll be perfectly safe." Lennox insisted, clearly a little offended at her lack of trust towards his favourite Autobot. Little did the man know, it wasn`t mistrust that kept Katalyn pleading for him to rethink his idea. Long story short, the girl was in dire need of new clothing, and other… feminine products for that matter. The NEST base was a strict, military facility, and it expected it`s soldiers to bring their necessities with them. For obvious reasons, Katalyn didn`t bring a suitcase handy when she was dragged out of her aunt`s apartment and into Lennox`s hands. So, the girl was in need of supplies, supplies which meant her leaving the base, and leaving the base meant trouble.

"Just take Ironhide with you, he won`t let anything happen." Lennox found himself convincing her for the fifth time now. "`Hides kept me safe through hell and back. You can count on him Kat."

"Please. No."

"Why not?" Lennox frowned again, wondering what she had against the best Cybertronian weapons specialist around.

"It`s… complicated." The girl glanced away, looking fairly suspicious as she gave the vague answer.

If there was one thing Lennox had learned from his time around women, it was that there was no point in fighting them. They were annoyingly impossible; his years of marriage had taught him that.

"Well you can`t go alone." Lennox raised a finger at her, as if explaining a very firm rule to a very disobedient child. "You need Autobot protection."

"Someone else then, anyone else." Katalyn pleaded, managing an apologetic smile as Lennox grew more offended by the second.

"`Bee and the others are on a scouting mission." The soldier sighed, slumping back in his office chair. It was quite odd seeing the colonel in anything but military gear, with a gun strapped to his waist, and two Cybertronians on either side of him. Autobot, or Decepticon for that matter. But there he was, in nothing more than a plain tee and sweat pants as he lounged on the swivel chair.

"Which others?" Katalyn asked.

"Everyone but `Hide, Ratchet, and Prime." Lennox explained, "Hide would be more than capable of escorting you…"

"No."

The soldier sighed again before continuing, "Ratchet isn`t a soldier Kat… And Prime, well, he`ll do whatever we need him to. But where do you expect to park a truck?! It`s a mall after all."

"I`ll think of something." she offered.

"Can`t say I can picture the big guy heaving shopping bags around." Lennox mumbled.

"I don`t think I can either." The girl glanced down at her lap now as she sat across from Lennox. She felt almost spoiled, demanding to drag any Autobot she pleases around as she shops with money that she hadn`t even earned. But what choice did she have? Ratchet wasn`t bodyguard material, and Ironhide…. Well, she wasn`t ready to deal with that story just yet. Optimus was the only real option. She didn`t want to be a human burden in his eyes, but what could she do at this point.

"But I bet the look will suit him, everything does." She said with a smile, one that Lennox regrettably returned with a shake of his head.

"Fine."

X

Katalyn felt a strange mix of awkward, confident, and hungry as she exited the department store and walked onto the long, white halls that made up the local mall. She felt awkward due to the lack of conversation she was managing to pull off with the human-sized Prime beside her. She also felt awkward considering he was in fact holding her shopping bags, ever the gentlemen. Her feeling of confidence arose from the same thing that brought on the awkwardness. She was walking beside him, and it was no secret that he made quite an attractive holoform. She caught the looks people gave them, and her ego laughed manically at the thought of people thinking them a couple. Last but not least was her feeling of hunger, and that however was quite self-explanatory.

Their little venture had been rather quiet, she felt too guilty and troublesome to start a conversation during the drive, and so everything had been… well, awkward. Now here she was, finished most of her shopping with a warrior in tow. The lack of conversation and guilt was gnawing at her and at this point she just needed to say something.

"I`m sorry." Katalyn said quickly, glancing at him as he returned her apologetic expression with confused, electric blue eyes.

"I… don`t understand." he spoke in his usual baritone, but by now Katalyn was very accustomed to it.

"You`re a leader, a soldier, a goddamn hero." She was sure to keep her voice down, not wanting to attract any unwanted attention. "Here I am dragging you along like a chauffeur. So, yeah, sorry…"

"It`s a welcome break from my usual worries." He managed a small smile, one that the girl simply had to return. "The second break you`ve given me actually."

"Well, that`s relieving." She managed to say before coming to a stop near the railings that gave way to a view of the lower floors food court. The escalator was mere steps away, and Katalyn silently gestured towards it, watching Prime`s blue eyes narrow as he examined it. "They scare me." Katalyn found herself speaking before thinking, she was actually trying her best to watch what she said in front of Optimus, but this was clearly one of her slip-ups. "The escalator I mean, they used to scare me."

"Are they dangerous?" he asked, almost looking interested in her answer.

"Well… no, I don`t think so." Katalyn smirked at how stupid she probably sounded. "I walked in on my mom watching some horror film once, final destination I think. Yeah, not sure. Um, but, I was only six, and in the film the girls leg gets caught in the escalator, it was horrifying really. There was blood stains everywhere as it ate up her leg. I know it`s a movie and all, but, I was just a kid. The fear kind of stuck around."

"Are you afraid now?"

"No, of course not. I got over it." Kat said before stepping in front of the Prime, hesitantly making her way to the escalator below her. She looked down at the moving machine carefully, watching each step come and go, not yet climbing aboard. Her hand gripped the railing first, her right foot moving to catch a step before her left foot rushed to catch up. She almost sighed as she settled into her little step, still holding the railing as Optimus easily slid on behind her. She wasn`t scared, not really, not anymore, but there was always a little hesitation that came with each descent and ascent.

"You won`t mind if I get a little snack?" she asked as the escalator neared its end, revealing the crowded, and bustling food court below.

"Not at all."

It wasn`t long before Katalyn found herself sitting across Optimus, carefully eating the fries laid in front of her. She would have preferred a larger, heartier meal like a burger, or noodles for that matter. But for some strange reason she didn`t want to eat something messy in front of the Autobot. So, she opted for fries. At least they were good fries. She was already whirring with conversation ideas, trying to figure out a topic to discuss when Optimus took the burden away.

"You hesitated on the escalator." He stated the words rather calmly. His tone wasn`t insulting nor amused, instead he seemed a mix of concerned and curious.

"Did I?" she said before nibbling on one of her fries.

"A weakness is not something to be ashamed of." He said rather seriously, and Kat once again caught his eyes. It was almost irritating how easily those blue eyes would hold her, making her forget again and again how to form coherent sentences. His holoform was unfairly handsome, and the more she noted his tousled dark hair, strong features, and tall frame, the more she felt out of place across from him. She probably looked like a mess, still dressed in some tiring soldier garb, with her tangled hair tied back behind her. Without a doubt, the moment she got back to base she would be having a proper, thorough shower followed by a fresh layer of clothing. Heck, she even bought a hairbrush from the dollar store just to get herself on track.

"That`s easy for you to say." Katalyn quickly reminded herself of the current conversation, her eyes finding their way back to her fries. "You don`t have any weaknesses."

"As much as it pains me to say, that is not entirely true."

"Let me guess, you`re too honourable or something?" the girl scoffed, "Some weakness that is."

"My sense of nobility has cost many lives." The Prime, unlike Katalyn, was quite serious as he spoke. "The moment a Decepticon repents, is the moment I welcome them into my team. The moment they ask for mercy is the moment I put my weapon down. Even now I would, even now they would only betray me in the end."

"You got them back in the end though, right?"

"Every time." He almost smiled before the serious tone took over, "Always at a cost."

"Some could argue that`s a strength." Kat mumbled, "Your excessive sense of nobility that is."

Optimus didn`t say anything right away, and so Katalyn continued with another question: "Tell me another weakness, a better one."

"I have trouble hiding my emotions." His voice was a bit quieter now too, still deep and rumbling, but far quieter. "My face mask, it prevents my enemies from seeing my hesitation. Over the decades, after so much warfare, I have learned to managed to improve."

"Honourable and emotional, my, my how has Megatron not killed you yet." Katalyn said jokingly, but the Prime only watched her quietly.

"Well, Ratchet says I`m stubborn." Optimus added after a moment and Katalyn only continued to smile.

"You know, you don`t look human." The girl stated after munching on a few more fries. "The eyes give it away, they`re too… I don`t even have the words, bright, lively, out of this world?"

"Strangely when I am in this form… I do feel human." He was looking down at his hand, which lay flat against the table, his pointer finger tapping against the hard surface as he watched it. Katalyn wasn`t sure what possessed her but she ran a finger across his hand, noting that he did indeed feel human. She turned it over quietly, and he didn`t argue as she placed her hand against his palm, running her fingers across his fingertips, searching for some sign, searching for something that differentiated him from a normal human. All she noticed though was how rough his skin felt, hardened and scratchy from the warfare he had suffered through a different body.

It seemed the holoform was more human than she wanted to give it credit for, it was also more _him_ than she thought. The scratchiness of his fingertips gave it away, the holoforms body had probably never suffered through what Prime himself had, yet it seemed like it had. She silently wondered if she would hear the humming of metal in place of a heartbeat if she leaned close against his chest. She wondered if he would like the feel of her hands running through his hair as Soundwave did, would the Prime crave and enjoy her touch as much as that Decepticon did.

"Do you feel everything?" she asked rather innocently.

"I do." He said almost thoughtfully, as if he too was testing the holoforms limits.

"Does it feel real?" she continued, "As real as touch does in your… robot form?"

"It is referred to as a Bipedal form. Our sensors extend into our holoforms, the signals they send register in our bipedal form. Ratchet is far better at explaining it than I, but I do feel. You are very soft Katalyn, it is strange, I have yet to grow accustomed to such a human feeling."

"I`m guessing Cybertronians don`t feel too soft." The girl commented as she slowly slid her hand away, hoping he didn`t find her curiosity unsettling.

"Not usually…" the Prime paused to clear his throat, his eyes seeming to refocus as he steadied his gaze on their surroundings. "Are you ready to return to base?"

"As ready as I`ll ever be." The girl leaned back in her chair, putting a bit of distance between herself and the table. "I`m starting to get used to it, NEST and all… but, when is it going to be over? When you kill _him_?"

"I do not take any pleasure in killing Decepticons." The Prime stood up now, once again reminding Katalyn of just how tall he was. "Yet I fear that is the only option. I promised you protection, and I will keep my word."

"I don`t want anyone to die though…" Kat stared at her lap, feeling as stupid as ever as she said those words. It was inevitable, yet here she was, defending him till the bitter end.

"Nor do I." the Prime only stared for a moment, trying to think of what to do. His mind scrolled the internet, looking under the keywords of 'providing reassurance'. He finally settled on the rather innocent gesture of placing his hand on her shoulder. "This is not your battle Katalyn, do not make it your battle."

"Yeah, sure, I`ll try." She didn`t sound quite convinced but regardless she stood up, forcing the holoform to remove his hand as she collected her bags. The Prime silently wondered if he had upset her, if he had ruined the rather pleasant tone they were conversating in. Those thoughts were quickly dismissed though as she smiled at him, her brown eyes lighting up as she offered him her bags. He couldn`t help but be a little amused as he took the bags, finding no issue in carrying them as she tossed her empty food container into the nearest trash receptacle.

"By the way, you can call me Kat."

"Kat." He said the word rather innocently, and Katalyn quietly laughed at how strange it sounded to hear him say her name.

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Nothing like good ole filler, but hey, this filler is important to the eventual plot bunnies coming their way. Anyways, I recently realized something that quite literally throws my previous plans for this story into disarray. Kat is only 17…. woops. I should have made her older, but alas I can`t go back and change that. Luckily there are two years in between the first and second movie, so she`ll be 19 by the time ROTF begins. So what does that mean? It means sexy times are put on hold until then, because she`s a bit too young as of now. At least that gives me more than enough time to develop her relationship with Optimus. So, the next few chapters (and I`ve actually got a bunch of fluffy ideas lined up), will have plenty of time jumps in between them so that we can get through two years in a moderate amount of chapters.

ANYWAYS, more importantly, please, please, PLEASEEEEEEEEEEEEEEEEEE review. I keep worrying that my Prime is too out of character, mostly due to dialogue. I also worry that Kat is inconsistent, I try to give her certain speech patterns, but characters are so difficult to keep consistent. So, please, all feedback, criticism, and comments appreciated. Nothing would make me happier, and believe me when I tell you I read and consider every word you guys say :3


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